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TERMS OF SERVICE

If you are using the eQQui Site, Application or Services (collectively, the “eQQui Services”), you are contracting with EQQUI, INC. (“eQQui”) with respect to use of the eQQui Services, and with respect to any payments or payouts from or to you conducted through the eQQui Site and Application (the eQQui Site and Application will be hereinafter referred to as the “Platform”). eQQui provides an online platform that connects Interpreters who are able to speak more than two languages with Users seeking Interpreters (collectively, the "Services"), which Services are accessible at http://www.eqqui.com and any other websites through which eQQui makes the Services available (collectively, the "Site") and as applications for mobile devices (the "Application"). By using the Platform, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (these "Terms"), whether or not you become a Member of the eQQui Services. These Terms govern your access to and use of the eQQui Services, all Collective Content (defined below), and your participation in the Subscription Program (defined below), and constitute a legally binding agreement between you and eQQui. Please also read carefully eQQui Privacy Policy (www.eqqui.com/privacypolicy). If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the eQQui Services. Failure to use the eQQui Services in accordance with these Terms may subject you to civil and criminal penalties. THE EQQUI SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH INTERPRETER MAY CREATE LISTING FOR LANGUAGE SERVICESS AND CLIENTS MAY LEARN ABOUT AND REQUEST THE SERVICES DIRECTLY WITH THE INTERPRETERS. YOU UNDERSTAND AND AGREE THAT EQQUI IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN INTERPRETERS AND CLIENTS, NOR IS EQQUI A LANGUAGE SERVICES PROVIDER, AGENT OR INSURER. EQQUI HAS NO CONTROL OVER THE CONDUCT OF INTERPRETERS, CLIENT AND OTHER USERS OF THE EQQUI SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Key Terms

“Client” means a Member who makes Scheduling Request via the Platform for the use of Interpreter’s Language Services. "Collective Content" means eQQui Content and Member Content. "Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials. "eQQui Content" means all Content that eQQui makes available through the Platform, including any Content licensed from a third party, but excluding Member Content. "Interpreter” means a Member who creates Listing in the Platform to provide Language Services to Clients. "Invitation Program” means the program a Member can invite Users to become new Members by providing the invite code. “Listing" means the Content that is listed by an Interpreter as available for Language Services via the Platform. "Member" means a registered User who completes eQQui's account registration process as described under "Account Registration" below, including but not limited to Interpreters and Client. “Member Content" mean all Content that the Member posts, uploads, publishes, submits, transmits, or includes in their Listing or the Member’s My Page to be made available through the Platform. “Scheduling Request" means Client’s request for the use of Interpreter’s Language Services via the Platform. “Scheduling Request Time" means the time period starting from the time when a scheduling is requested by the Client, within which an Interpreter may decide whether to accept or reject the Scheduling Request. Different Scheduling Request Time applies in different places, but Scheduling Request Time will not be more than 18 hours. “Subscription Program” means the program for Client to use eQQui Services by paying at regular scheduled or other periodic intervals (for example, once a month, twice a year or once a year, etc.) "Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), fees or any other related taxes that User 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. "User" means any user of the eQQui Services, whether he/she is a Member or not, or whether he/she is an Interpreter or a Client. Certain areas of the Platform (and your access to or use of certain aspects of the eQQui Services or Collective Content) may have different terms and conditions posted 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 eQQui Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the eQQui Services, or Collective Content. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE EQQUI SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE PLATFORM OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE EQQUI SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

Modification

eQQui reserves the right, at its sole discretion, to modify the eQQUi Services or to modify these Terms, including the Service Fee, at any time and without prior notice. If we modify these Terms, we will either post the modification on the Platform or otherwise provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the eQQui Services after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the eQQui Services.

Eligibility

The eQQui Services are intended solely for persons who are 18 or older. Any access to or use of the eQQui Services by anyone under 18 is expressly prohibited. By accessing or using the eQQui Services you represent and warrant that you are 18 or older.

How the eQQui Services Work

The eQQui Services can be used to facilitate the Listing and requesting of Interpreting and other language services (collectively “Language Services"). Such Language Services are included in Listings on the Platform by Interpreters. You may view Listings as an unregistered User to the Platform; however, if you wish to request a Language Services or create a Listing, you must first register to create an eQQui Account (defined below). As stated above, eQQui makes available an online platform or marketplace with related technology for Clients and Interpreters to meet online and arrange for requesting of Language Services directly with each other. eQQui is not a provider of Language Services, including, but not limited to, interpreting, translation, sign language interpreting, or other Language Services and eQQui does not hire, recruit, manage and/or control providers of Language Services, including, but not limited to, interpreters, translators, sign language interpreters or other Language Services providers and/or agencies. Unless explicitly specified otherwise in the eQQui platform, eQQui's responsibilities are limited to: (i) facilitating the availability of the eQQui Services and (ii) serving as the limited payment collection agent of each Interpreter for the purpose of accepting payments from Client on behalf of the Interpreter. PLEASE NOTE THAT, AS STATED ABOVE, THE EQQUI SERVICES ARE INTENDED TO BE USED TO FACILITATE INTERPRETERS AND CLIENT CONNECTING AND REQUESTING LANGUAGE SERVICES DIRECTLY WITH EACH OTHER. EQQUI CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY LANGUAGE SERVICES. EQQUI IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND LANGUAGE SERVICES. ACCORDINGLY, ANY REQUESTING WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK.

Account Registration

In order to access certain features of the Platform, and to request a Language Service or create a Listing, you must register to create an account ("eQQui Account") and become a Member. You may register to join the Services directly via the Platform or as described in this section. You can also register to join by logging into your account with certain third-party social networking sites ("SNS") (including, but not limited to, Facebook; each such account, a "Third-Party Account"), via our Platform, as described below. As part of the functionality of the eQQui Services, you may link your eQQui Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to eQQui through the Platform; or (ii) allowing eQQui to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to eQQui and/or grant eQQui 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 eQQui to pay any fees or making eQQui subject to any usage limitations imposed by such third-party service providers. By granting eQQui access to any Third-Party Accounts, you understand that eQQui will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Platform via your eQQui Account and eQQui Account My Page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Account you choose and subject to the privacy settings that you have set in such Third-Party Account, personally identifiable information that you post to your Third-Party Account will be available on and through your eQQui Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or eQQui's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your eQQui Account and your Third-Party Account, at any time, by accessing the "Settings" section of the Platform. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. eQQui makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and eQQui is not responsible for any SNS Content. Your eQQui Account and your eQQui Account My Page will be created for your use of the Platform based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active eQQui Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. eQQui reserves the right to suspend or terminate your eQQui Account and your access to the eQQui Services if you create more than one (1) eQQui Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your eQQui Account, whether or not you have authorized such activities or actions. You will immediately notify eQQui of any unauthorized use of your eQQui Account.

Language Services Listings

As a Member, you may create Listing. To create a Listing, you will be asked a variety of questions about the Language Services to be listed, including, but not limited to, the language, location, age, gender, greetings, academic, credential, work references and availability of the Language Services and pricing and related rules and financial terms. Listings will be made publicly available via the Platform. Other Members will be able to request your Language Services via the Platform based upon the information provided in your Listing. You understand and agree that once a Client makes Scheduling Request for your Language Services, you may not request the Client to pay a higher price than in the Scheduling Request. You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the requesting of a Language Services in a Listing you post (i) will not breach any agreements you have entered into with any third parties, such as Language Services provider association, agency. Please note that eQQui assumes no responsibility for an Interpreter's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. eQQui reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that eQQui, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the eQQui Services. If you are an Interpreter, you understand and agree that eQQui does not act as an insurer or as your contracting agent. If a Client makes a Scheduling Requests, any agreement you enter into with such Client is between you and the Client and eQQui is not a party to it. Notwithstanding the foregoing, eQQui serves as the limited authorized payment collection agent of the Interpreter for the purpose of accepting, on behalf of the Interpreter, payments from Client of such amounts stipulated by the Interpreter (including other fees and/or Taxes). When you create a Listing, you may also choose to include certain requirements which must be met by the Client who are eligible to request your Language Services, such as requiring Client to have a profile picture or verified phone number, in order to request a scheduling your Language Services. Any Client wishing to request Language Services included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the "Listing" section of the Platform. If you are an Interpreter, eQQui makes certain tools available to you to help you to make informed decisions about which Client you choose to confirm for scheduling your Language Services. You acknowledge and agree that, as an Interpreter, you are responsible for your own acts and omissions. eQQui recommends that Interpreters obtain appropriate insurance for themselves. Please review any insurance policy that you may have for yourself carefully, and in particular please make sure that you are familiar with and understand any exclusion to, and any deductibles that may apply for, such insurance policy.

No Endorsement

eQQui does not endorse any Member or any Language Services. You understand that Member Content of Interpreter is intended only to indicate the Interpreter’s demonstration of ability of the Language Services at the time the Member Content was listed and Member Content of Client is provided by Client without verification of eQQui. Member Content is therefore not an endorsement by eQQui of any Member or any Language Services. Members are required by these Terms to provide accurate information, and although eQQui will make an effort to undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members, eQQui do not make any representations about, confirm, or endorse any Member or the Member's purported identity or background. Any references in the Platform to a Member being "verified" or "connected" (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by eQQui about any Member, including of the Member's identity and whether the Member 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 Platform. We therefore recommend that you always exercise due diligence and care when deciding whether to work with Member or to accept a request from a Member, or to have any other interaction with any other Members. By using the eQQui Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from eQQui with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Platform regarding any Scheduling or Listings made by you. This limitation shall not apply to any claim by an Interpreter against eQQui regarding the remittance of payments received from a Client by eQQui on behalf of the Interpreter, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".

Financial Terms

Key Definitions

"Client Fee" means the fee that eQQui charges a Client for the use of the eQQui Services, which is calculated as a percentage (as is decided by eQQui) of the applicable Listing Rates and will be added to the Listing Rates. The Client Fee will be displayed to the Client when the Client is asked whether to send a Scheduling Request to an Interpreter. “Listing Rates" means the amounts that are due and payable by a Client in exchange for the Language Services provided by Interpreter. The Client alone, and not eQQui, is responsible for the Listing Rates for his/her use of Language Services. The Interpreter may in his or her sole discretion decide to include in these amounts (i) fees permitted on the eQQui platform, or (ii) Taxes that the Interpreter determines that he or she has to collect. "Operation Costs" means the fee that eQQui charges an Interpreter for the use of the eQQui Services, which is calculated as a percentage (as is decided by eQQui) of the applicable Listing Rates and will be included in the Listing Rates. The Operation Costs will be displayed to the Interpreter when the Interpreter is asked whether to confirm or reject a Scheduling Request from a prospective Client. "Service Fee" means collectively the Listing Rates and the Client Fee. "Total Fees" means collectively the Service Fee plus any Taxes.

Scheduling and Financial Terms for Interpreters and Clients

If you are an Interpreter and Scheduling Request is made for your Language Services via the Platform, you will be required to either confirm or reject the Scheduling Request within the Scheduling Request Time, otherwise the Scheduling Request will automatically expire. When a Scheduling Requested is made via the Platform, we will share with you (i) the eQQyu Username of the Client who made the Scheduling Request, (ii) a link to the Client’s eQQui Account My Page, (iii) if the Client and Interpreter have both connected their eQQui Accounts to SNS, the names of any members of an SNS with whom you are "friends" or associated on the SNS if such individuals are also "friends" or associated with the Client on such SNS, and (iv) an indication of whether or not the Client has provided other information to eQQui, such as a verified email address, connection to SNSs, or a government ID. If you are unable to confirm or decide to reject a Scheduling Request within the Scheduling Request Time, any amounts collected by eQQui for the Scheduling Request will be refunded to the applicable Client’s credit card and any pre-authorization of such credit card will be released. When you confirm a Scheduling Request made by a Client, eQQui will send you an email, message via the Platform confirming such scheduling, depending on the selections you make via the Platform. eQQui will collect the Total Fees at the time of scheduling confirmation (i.e. when the Interpreter confirms the Scheduling Request) and will initiate payment of the Listing Rates (less eQQui's Operation Costs and any related Taxes) to the Interpreter within 24 hours of when the applicable Language Services ends (except to the extent that a refund is due to the Client). The time it takes for the Interpreter to receive, payouts may depend upon the payout method chosen by the Interpreter. 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 Interpreter, including by deducting their charges from the payout amount. If you owe or agree to pay any amount to eQQui (whether as a result of your use of eQQui Services, actions as a Client, or otherwise), then eQQui may (but is not obliged to) withhold the amount owing to eQQui from any payout amounts due to you as an Interpreter, and use the withheld amount to setoff the amount owed by you to eQQui. If eQQui does so, then your obligation to pay eQQui will be extinguished to the extent of the amount withheld by eQQui, and eQQui 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 eQQui by you. Such communication may be made by eQQui or by anyone on its behalf, including but not limited to a third party collection agent.

Appointment of eQQui as Limited Payment Collection Agent for Interpreter

Each Interpreter hereby appoints eQQui as the Interpreter's limited payment collection agent solely for the purpose of accepting the Listing Rates from Client. Each Interpreter agrees that payment made by a Client through eQQui, shall be considered the same as a payment made directly to the Interpreter, and the Interpreter will make the Language Services available to the Client in the agreed-upon manner as if the Interpreter has received the Listing Rates. Each Interpreter agrees that eQQui may, in accordance with the cancellation policy selected by the Interpreter and reflected in the relevant Listing, (i) permit the Client to cancel the scheduling and (ii) refund via eQQui to the Client that portion of the Listing Rates specified in the applicable cancellation policy. Each Interpreter understands that as eQQui accepts payments from Client as the Interpreter's limited payment collection agent and that eQQui’s obligation to pay the Interpreter is subject to and conditional upon successful receipt of the associated payments from Client. eQQui does not guarantee payments to Interpreters for amounts that have not been successfully received by eQQui from Client. In accepting appointment as the limited authorized agent of the Interpreters, eQQui assumes no liability for any acts or omissions of the Interpreter. Please note that eQQui does not currently charge fees for the creation of Listings. However, you as an Interpreter acknowledge and agree that eQQui reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that eQQui will provide notice of any Listing fee collection via the Platform, prior to implementing such a Listing fee feature.

Scheduling and Financial Terms for Clients

The Interpreters, not eQQui, are solely responsible for honoring any confirmed scheduling and making available any Language Services reserved through the Platform. If you, as a Client, choose to enter into a transaction with an Interpreter for the requesting Language Services, you agree and understand that you will be required to enter into an agreement with the Interpreter and you agree to accept any terms, conditions, rules and restrictions associated with such Language Services imposed by the Interpreter. You acknowledge and agree that you, and not eQQui, will be responsible for performing the obligations of any such agreements, that eQQui is not a party to such agreements, and that, with the exception of its payment obligations hereunder, eQQui disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that eQQui is not a party to the agreement between you and the Interpreter, eQQui acts as the Interpreter’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Interpreter. Upon your payment of the Total Fees to eQQui, your payment obligation to the Interpreter for the Listing Rates is extinguished, and eQQui is responsible for remitting the Listing Rates (less the Operation Costs and any related Taxes), in the manner described in these Terms. In the event that eQQui does not remit any such amounts as described in these Terms, such Interpreter will have recourse only against eQQui. The Total Fees payable will be displayed to a Client before the Client sends a Scheduling Request to an Interpreter. As noted above, the Interpreter is required to either confirm or reject the Scheduling Request within the Scheduling Request Time; otherwise, the requested scheduling will be automatically cancelled. If a requested scheduling is cancelled (i.e. not confirmed by the applicable Interpreter), any amounts collected by eQQui will be refunded to such Client, depending on the selections the Client makes via the Platform, and any pre-authorization of such Client’s credit card will be released, if applicable. You as a Client agree to pay eQQui for the Total Fees for any scheduling requested in connection with your eQQui Account if such Scheduling Request is confirmed by the applicable Interpreter. In order to establish a scheduling pending the applicable Interpreter’s confirmation of your Scheduling Request, you understand and agree that eQQui, on behalf of the Interpreter, reserve 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 ($1), or a similar sum in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card. As a general rule, eQQui will collect the Total Fees due once eQQui receives confirmation of your scheduling from the applicable Interpreter if necessary, Total Fees may instead be collected at a later point. Please note that eQQui cannot control any fees that may be charged to a Client by his or her bank related to eQQui's collection of the Total Fees, and eQQui disclaims all liability in this regard. In connection with your Scheduling Request, you will be asked to provide customary billing information such as name, billing address and credit card information either to eQQui or its third-party payment processor(s). You agree to pay eQQui for any confirmed scheduling made in connection with your eQQui Account in accordance with these Terms by one of the methods described on the Platform, e.g. by PayPal or credit card. You hereby authorize the collection of such amounts by charging the credit card provided as part of Scheduling Request, either directly by eQQui or indirectly, via a third-party online payment processor or by one of the payment methods described on the Platform. If you are directed to eQQui's third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your confirmed scheduling transaction is complete you will receive a confirmation email summarizing your confirmed scheduling.

Service Fee

In consideration for the use of eQQui Services, eQQui charges the Service Fee. Where applicable, Taxes may also be charged in respect of the Operation Costs and Client Fee. eQQui deducts the Operation Costs from the Listing Rates before remitting the balance to the Interpreter as described in these Terms. Client Fee is, as noted above, included in the Service Fee. Balances will be remitted by eQQui to Interpreter via PayPal, direct deposit or other payment methods, as described on the Platform, in the US Dollar or other currency as described on the Platform. . Amounts may be rounded up or down as described the "Rounding Off" section below. Please note that eQQui may impose or deduct foreign currency processing costs on or from any payments or payouts by eQQui in currencies other than U.S. dollars. More information on any such costs or deductions will be available via the Platform. More information on Services Charge can be found at www.eqqui.com/help. Except as otherwise provided herein, Service Fee is non-refundable.

General Scheduling and Financial Terms

Cancellations and Refunds

If, as a Client, you cancel your Scheduling Request before the requested scheduling is confirmed by an Interpreter, eQQui 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 scheduling within a commercially reasonable time. If, as a Client, you wish to cancel a confirmed scheduling made via the Platform, either prior to or after meeting face to face, the cancellation policy of the Interpreter contained in the applicable Listing will apply to such cancellation. Our ability to refund the Listing Rates and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Platform. The Client Fee is non-refundable regardless of the cancellation policy selected by the Interpreter. If an Interpreter cancels a confirmed scheduling made via the Platform, (i) eQQui will refund the Total Fees for such scheduling to the applicable Client within a commercially reasonable time of the cancellation and (ii) the Client will receive an exemption of Client Fee for the next use of the eQQui Services. For example, if the Client requests a scheduling for another Interpreter after an Interpreter’s cancellation and the requested Interpreter confirms the Client's Scheduling Request, then the Client pay eQQui the only the Listing Rates for same number of Interpreter but this exemption of Client Fee applies only once in the next use of eQQui Services. If an Interpreter cancelled a confirmed scheduling and you, as a Client, have not received an email or other communication from eQQui, please contact eQQui. If, as an Interpreter, you cancel a confirmed scheduling, you agree that eQQui may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a reservation was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled scheduling, or (iii) imposing a cancellation fee (to be withheld from your future payouts or charged to the credit card on file in your eQQui Account). You will be notified of the situations in which a cancellation fee applies before you decide to cancel. In certain circumstances, eQQui may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed scheduling made via the Platform. This may be for reasons of User or User’s family’s death or serious illness, force majeure events or any other similar reasons. eQQui may also determine, in its sole discretion, to refund to the Client part or all of the amounts charged to the Client in accordance with the Client Refund Policy. You agree that eQQui and the relevant User or Interpreter will not have any liability for such cancellations or refunds. If, as an Interpreter, your Client cancels a confirmed scheduling or eQQui decides that it is necessary to cancel a confirmed scheduling, and eQQui issues a refund to the Client in accordance with the Client Refund Policy or other applicable cancellation policies, you agree that in the event you have already been paid, eQQui shall be entitled to recover the amount of any such Client refund from you, including by subtracting such refund amount out from any future Listing Rates due to you.

Rounding Off

eQQui may, in its sole discretion, round up or round down amounts that are payable from or to Users or Interpreters to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, eQQui will round up an amount of $101.50 to $102.00, and $101.49 to $101.00. Some currencies are denominated in large numbers. In those cases, eQQui may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for eQQui to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

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.

Taxes

You understand that eQQui acts solely as an intermediary for the collection of fees between a Client and an Interpreter who choose to enter into an agreement for Language Services. Because state and local tax laws vary significantly by locality, Interpreter and Client understand and agree that they are solely responsible for determining their own tax reporting requirements in consultation with tax advisers, and that eQQui cannot and do not offer tax advice to either Interpreters or Clients.

Overworking without the Interpreter's Consent

Clients agree that a confirmed scheduling is merely a license granted by the Interpreter to the Client to work the Listing for the limited time of the confirmed scheduling and in accordance with the Client's agreement with the Interpreter. Clients further agree to end work no later than the time that the Interpreter specifies in the Listing or such other time as mutually agreed upon between the Interpreter and Client. If a Client wants Interpreter to work past the agreed upon time without the Interpreter's consent, they no longer have a license to work with in the Listing and the Interpreter is entitled to end the Language Services. In addition, Client agree that the Interpreter can charge the Client, for each hour period that the Interpreter works over the agreed period without the Interpreter's consent, an additional overtime fee of two times the average Listing Rates originally paid by the Client to cover the inconvenience suffered by the Interpreter, plus all applicable Client Fee, Taxes, and any legal expenses incurred by the Interpreter to make Language Services end (collectively, "Additional Sums"). Client agree that eQQui, in its role as limited collection agent for the Interpreter, shall charge the Client's credit card or other payment methods it has on file to collect these Additional Sums. In addition, eQQui may recover any costs and expenses it incurs in collecting the Additional Sums by charging the Client’s credit card or other payment method on file.

Foreign Currency

eQQui's online platform facilitates scheduling between Clients and Interpreters who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the eQQui platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location. Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time.

Key Definitions

"Adjusted Exchange Rate" means a rate for foreign currency conversion that is calculated by adding a mark-up to the Base Exchange Rate. This mark-up represents a charge imposed by eQQui for its holding costs and foreign currency risks. "Base Exchange Rate" means a system-wide rate used by eQQui for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up by eQQui. eQQui establishes the Base Exchange Rate using data from one or more third parties such as OANDA (http://www.oanda.com). "Client Currency" means the currency in which a Client has to pay for his or her Scheduling Request. At the time the Client submits a Scheduling Request, the eQQui platform will select the Client Currency, based on the Client’s country of origin and the payment methods available for that country. eQQui supports only a certain number of currencies as Client Currencies. The Client Currency for a scheduling may be different from the relevant Interpreter Currency. "Display Currency" means the currency in which Users view Listing prices on the eQQui platform. User may choose and change the Display Currency in order to view the pricing for a Listing in a number of different supported currencies. “Interpreter Currency" means the currency in which a Language Services’ price is set. The Interpreter Currency is set by the Interpreter. "Payout Currency" means the currency in which an Interpreter's payout will be paid to the Interpreter. The Payout Currency is set by the Interpreter.

Foreign currency conversions on the eQQui platform

eQQui will process a foreign currency conversion in the following situations: 1) The Display Currency is different from the Interpreter Currency when a User views a Listing: eQQui will calculate the estimated Total Fees in the Display Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the view to the estimated Total Fees in the Interpreter Currency. The Adjusted Exchange Rate will be applied if the Display Currency is a supported Client Currency, and it is different from the Interpreter Currency. Otherwise, the Base Exchange Rate will be applied. 2) The Client Currency is different from the Interpreter Currency when a Client submits a Scheduling Request for a Language Services: eQQui will calculate the Total Fees in the Client Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the Scheduling Request to the Total Fees in the Interpreter Currency. The User will be able to view the actual exchange rate applied. The Client Fee, which is a percentage of the applicable Listing Rates, will be calculated based on the Listing Rates in the Client Currency (i.e. after conversion from the Interpreter Currency). The Adjusted Exchange Rate will be applied if the Display Currency is the same as the Client Currency, and it is different from the Interpreter Currency for the Language Services. Otherwise, the Base Exchange Rate will be applied. 3) The Payout Currency is different from the Interpreter Currency when eQQui initiates a payout: generally, eQQui will calculate the payout to the Interpreter, by applying the Base Exchange Rate on the date that eQQui initiates the payout of the Listing Rates (less eQQui's Operation Costs and any related Taxes) in the Interpreter Currency. The Interpreter will be able to view the actual exchange rate applied in his or her transaction history in the Platform. 4) When a confirmed scheduling is modified or cancelled, and there had been a foreign currency conversion when the scheduling was submitted: the foreign currency conversion for any additional payments required of the Client or any refund to the Client will be processed at the same rate as applied to the earlier payment by the Client. When you as a Client submit a Scheduling Request for a Language Services, you will be able to view the actual exchange rate used to calculate the Total Fees in the Client Currency. Where the Adjusted Exchange Rate is applied, you will be able to view the mark-up included in the rate. The actual exchange rate (and any mark-up included in the rate) will also be stated in the billing receipt for your scheduling. eQQui updates the Base Exchange Rate on a regular basis, but not on a real-time basis. In particular, eQQui does not always change the Base Exchange Rate immediately when its costs of foreign exchange change. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed. Please note that your payment company (for example, your credit card issuer or bank) 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 Client 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 your payment or payout. All of these currency conversion rates and fees are not controlled by or known to eQQui.

User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the eQQui Services and Collective Content. In connection with your use of the eQQui Services and Collective Content, you may not and you agree that you will not: 1) violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, Tax regulations; 2) use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Platform, the eQQui Services or Collective Content; 3) access or use the Platform, the eQQui Services or the eQQui API to use, expose, or allow to be used or exposed, any eQQui Content: (i) that is not publicly displayed by eQQui in its search results pages or Listing pages before a scheduling is confirmed; (ii) in any way that is inconsistent with these Terms and eQQui Privacy Policy; or (iii) in any way that otherwise violates the privacy rights or any other rights of eQQui’s Users or any other third party; 4) use the Platform, the eQQui Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms; 5) copy, store or otherwise access or use any information contained on the Platform, the eQQui Services or Collective Content for purposes not expressly permitted by these Terms; 6) infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights; 7) interfere with or damage our Platform, the eQQui Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; 8) use our Platform, the eQQui Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; 9) use our Platform, the eQQui Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to Language Services; 10) "stalk" or harass any other User of our Platform, the eQQui Services or Collective Content, or collect or store any personally identifiable information about any other User other than for purposes of transacting as an eQQui Client or Interpreter; 11) offer, as an Interpreter, any Language Services that you do not yourself have ability to work as an Interpreter or other Language Services Provider; 12) register for more than one (1) eQQui Account or register for an eQQui Account on behalf of an individual other than yourself; 13) unless eQQui explicitly permits otherwise, request scheduling at any Language Services if you will not actually be working with the Interpreter yourself; 14) contact an Interpreter for any purpose other than asking a question related to a scheduling, such Interpreter’s Language Services; 15) contact a Client for any purpose other than asking a question related to a scheduling or such Client's use of the Platform and the eQQui Services; 16) recruit or otherwise solicit any Interpreter or other Member to join third-party services or websites that are competitive to eQQui, without eQQui's prior written approval; 17) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; 18) use automated scripts to collect information from or otherwise interact with the Platform, the eQQui Services or Collective Content; 19) unless eQQui explicitly permits otherwise, use the Platform, the eQQui Services or Collective Content to find an Interpreter or Client and then complete a scheduling of an Language Services independent of the Platform or the eQQui Services, in order to circumvent the obligation to pay any Service Fee related to eQQui's provision of the eQQui Services or for any other reasons; 20) as an Interpreter, submit any Language Services with false or misleading price information, or submit any Listing with a price that you do not intend to honor; 21) post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; 22) systematically retrieve data or other Content from our Platform or the eQQui Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise; 23) use, display, mirror or frame the Platform, the eQQui Services or Collective Content, or any individual element within the Platform, the eQQui Services or Collective Content, eQQui's name, any eQQui trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform or the eQQui Services, without eQQui's express written consent; 24) access, tamper with, or use non-public areas of the Platform or the eQQui Services, eQQui's computer systems, or the technical delivery systems of eQQui's providers; 25) attempt to probe, scan, or test the vulnerability of any eQQui system or network or breach any security or authentication measures; 26) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by eQQui or any of eQQui's providers or any other third party (including another User) to protect the Platform, the eQQui Services or Collective Content; 27) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, the eQQui Services or Collective Content to send altered, deceptive or false source-identifying information; 28) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform, the eQQui Services or Collective Content; 29) advocate, encourage, or assist any third party in doing any of the foregoing; or 30) accept or make a payment for Language Services Fees outside eQQui. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold eQQui harmless from any liability for such payment. eQQui has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. eQQui may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against eQQui or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with Users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of eQQui, its Users, or members of the public. You acknowledge that eQQui has no obligation to monitor your access to or use of the Platform, the eQQui Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Platform and the eQQui Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to Content that it determines is otherwise objectionable or as set forth in these Terms. eQQui reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that eQQui, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or the eQQui Services.

Privacy

You agree that eQQui's Privacy Policy (as may be updated from time to time) governs eQQui's collection and use of your personal information.

Ownership

The Platform, the eQQui Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Platform, the eQQui Services and Collective Content, including all associated intellectual property rights, are the exclusive property of eQQui and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, the eQQui Services or Collective Content.

Additional Terms

Our Services have different services and offerings, so sometimes additional terms or services requirements may apply to your use of the eQQui Services. For example, additional terms apply if you use Invitation Program to invite new Users to eQQui or if you use the Subscription Program to use the eQQui Services. If additional terms are available for the relevant services you use, those additional terms become part of these Terms.

Application License

Subject to your compliance with these Terms, eQQui grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. eQQui reserves all rights in the Application not expressly granted to you by these Terms.

eQQui Content and Member Content License

Subject to your compliance with these Terms, eQQui grants you a limited, non-exclusive, non-transferable license, to (i) access and view any eQQui Content solely for your personal and non-commercial purposes and (ii) access and view any Member 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 in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform, the eQQui Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by eQQui or its licensors, except for the licenses and rights expressly granted in these Terms.

Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Platform, the eQQui Services, you hereby grant to eQQui a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Platform and the eQQui Services. eQQui does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Platform and the eQQui Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Platform and the eQQui Services or you have all rights, licenses, consents and releases that are necessary to grant to eQQui the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or eQQui's use of the Member Content (or any portion thereof) on, through or by means of the Platform and the eQQui Services 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.

Links

The Platform and the eQQui Services may contain links to third-party websites or resources. You acknowledge and agree that eQQui is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by eQQui of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources. Some portions of the eQQui platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google's terms of use.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of eQQui used herein are trademarks or registered trademarks of eQQui. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform and the eQQui Services ("Feedback"). You may submit Feedback by emailing us, through the "Contact" section of the Platform, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of eQQui and you hereby irrevocably assign to eQQui and agree to irrevocably assign to eQQui all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At eQQui's request and expense, you will execute documents and take such further acts as eQQui may reasonably request to assist eQQui to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

Copyright Policy

eQQui respects copyright law and expects its Users to do the same. It is eQQui's policy to terminate in appropriate circumstances the eQQui Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see eQQui Copyright Policy for further information. Suspension, Termination and eQQui Account Cancellation We may, in 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 eQQui Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your eQQui Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform, the eQQui Services, your eQQui Account, your Member Content, or receive assistance from eQQui Customer Service, (b) any pending or accepted future schedulings as either Interpreter or Client will be immediately terminated, (c) we may communicate to your Clients or Interpreters that a potential or confirmed scheduling has been cancelled, (d) we may refund your Clients in full for any and all confirmed scheduling, irrespective of preexisting cancellation policies, (e) we may contact your Clients to inform them about potential alternate Language Services with other Interpreters that may be available on the Platform and the eQQui Services, and (f) you will not be entitled to any compensation for scheduling (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your eQQui Account. You may cancel your eQQui Account at any time via the "Cancel Account" feature of the eQQui Services or by sending us an email. Please note that if your eQQui Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform and the eQQui Services, including, but not limited to, any reviews or Feedback.

Disclaimers

IF YOU CHOOSE TO USE THE PLATFORM, THE EQQUI SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE INVITATION PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT EQQUI DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, CLIENTS AND INTERPRETERS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION. THE PLATFORM, THE EQQUI SERVICES, COLLECTIVE CONTENT AND INVITATION PROGRAM ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EQQUI EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EQQUI MAKES NO WARRANTY THAT THE PLATFORM, THE EQQUI SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY LANGUAGE SERVICES, OR THE INVITATION PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EQQUI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, LANGUAGE SERVICES, INTERPRETERS, CLIENTS, THE EQQUI SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE PLATFORM, THE EQQUI SERVICES OR INVITATION PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EQQUI OR THROUGH THE PLATFORM, THE EQQUI SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM OR THE EQQUI SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM OR THE EQQUI SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INTERPRETERS OR CLIENTS. YOU UNDERSTAND THAT EQQUI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR THE EQQUI SERVICES OR TO REVIEW OR INTERVIEW ANY USERS. EQQUI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THE EQQUI SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM OR THE EQQUI SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM OR THE EQQUI SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM OR THE EQQUI SERVICES, INCLUDING, BUT NOT LIMITED TO, CLIENTS AND INTERPRETERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY EQQUI. NOTWITHSTANDING EQQUI'S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE INTERPRETERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CLIENTS ON BEHALF OF THE INTERPRETERS, EQQUI EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, THE EQQUI SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR SCHEDULING OF ANY LANGUAGE SERVICES VIA THE PLATFORM AND THE EQQUI SERVICES, YOUR PARTICIPATION IN THE INVITATION PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF EQQUI WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER EQQUI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, THE EQQUI SERVICES, COLLECTIVE CONTENT OR THE INVITATION PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE PLATFORM, THE EQQUI SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM, THE EQQUI SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, THE EQQUI SERVICES, OR YOUR PARTICIPATION IN THE INVITATION PROGRAM OR FROM YOUR LISTING OR SCHEDULING OF ANY LANGUAGE SERVICES VIA THE PLATFORM AND THE EQQUI SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EQQUI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH ACCIDENT. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE LANGUAGE SERVICES PURSUANT TO THESE TERMS, IN NO EVENT WILL EQQUI’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE PLATFORM AND THE EQQUI SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR SCHEDULING OF ANY LANGUAGE SERVICES VIA THE PLATFORM AND THE EQQUI SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, THE EQQUI SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE INVITATION PROGRAM AND IN CONNECTION WITH ANY LANGUAGE SERVICES OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR SCHEDULING VIA THE PLATFORM AND THE EQQUI SERVICES AS A CLIENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE AN INTERPRETER, THE AMOUNTS PAID BY EQQUI TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EQQUI AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL ACCIDENTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to release, defend, indemnify, and hold eQQui and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Platform, the eQQui Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) scheduling of an Language Services, or (iii) creation of Listing; (d) the work with an Member, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a working for Language Services; and (e) your participation in the Invitation Program.

Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Platform and the eQQui Services, you represent and warrant that (i) neither you nor your Language Services is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platform and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. eQQui does not permit Listing associated with certain countries due to U.S. embargo restrictions.

Reporting Misconduct

If you work with or interprete anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to eQQui by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between eQQui and you regarding the Platform, the eQQui Services, Collective Content, any scheduling or Listing of Language Services made via the Platform and the eQQui Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between eQQui and you regarding the Platform, the eQQui Services, Collective Content, any scheduling or Listing of Language Services made via the Platform.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without eQQui's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. eQQui 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.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by eQQui (i) via email (in each case to the address that you provide) or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Controlling Law and Jurisdiction

These Terms and your use of the Services will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and eQQui agree to submit to the personal jurisdiction of a state court located in Santa Clara County, California or a United States District Court, Northern District of California located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

Dispute Resolution

You and eQQui agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Platform (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and eQQui are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and eQQui otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Arbitration Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://adr.org/aaa/ShowPDF?doc=ADRSTG_004314.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure.

Unless you and eQQui otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and eQQui submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. eQQui will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if eQQui prevails in arbitration.

Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, eQQui will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes.

Notwithstanding the provisions of the "Modification" section above, if eQQui changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice written notice (including by email to [ ]@eqqui.com) within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of eQQui's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and eQQui in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General

The failure of eQQui to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of eQQui. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provision of these Terms will remain in full force and effect.

Third party beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card or method companies 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.

Contacting eQQui

If you have any questions about these Terms or any App Store Sourced Application, please contact eQQui.