LangShop TERMS OF USE

Aheadworks Inc. (hereinafter - “we”, “us”, “LangShop”) is the American company that provides LangShop App (hereinafter - “App”) https://apps.shopify.com/langshop to Customers through a https://www.shopify.com/ Software as a Service (SaaS) model or through the website located at https://langshop.app/, together (the “Platform”).

By using the LangShop App/Platform, you acknowledge that you are fully aware of the provisions of these Terms of Use, accept all of them in full without any exemptions or limitations whatsoever and agree to use LangShop App/Platform in compliance with them.

These Terms of Use create a legally binding agreement between Aheadworks Inc. and the Customer. If you do not accept these Terms of Use, you shall refrain from using the LangShop App/Platform.

If you are the agent or employee of an entity, you represent and warrant that (i) the individual accepting these Terms is duly authorized to accept these Terms on such entity’s behalf and to bind such entity, and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.

The use of all personal data you submit to the App/Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available at https://langshop.app/legal/privacy. You acknowledge that by using the App/Platform you have reviewed the Privacy Policy.

We may modify the Terms from time to time to reflect changes in market conditions affecting our business, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system. If we do so we will notify You by email to the email address You have provided us with, however we are not obliged to, and such modification shall be effective upon our posting of the revised Terms on the Platform. You agree to be bound by any changes to these Terms when You use our App/Platform and Services after any such modification is posted on the Platform. It is therefore important that You review the Terms regularly to ensure You are updated as to any changes.

If you have any questions about these Terms or the Privacy Policy please contact us: [email protected].

1. DEFINITIONS

For the purposes of the Terms, the following definitions shall be used:

1.1. “Agreement“ means the agreement between Customer and Aheadworks Inc. concerning the subscription to and the use of LangShop App/Platform in accordance with these Terms of Use.

1.2. “API“ refers to the Application Programming Interface provided by Aheadworks Inc. to the Customer.

1.3. “Customer” refers to the person or entity ordering or subscribing to the LangShop App as the contracting party of Aheadworks Inc.

1.4. “Customer`s Store” refers to the software or service developed by or on behalf of the Customer which utilizes the API.

1.5. “End Users” refers to the users of Customer’s Store.

1.6. “Internal Users” refers to the users of Customer’s access to the App/Platform for internal purposes of Customer, e.g. Customer’s employees, employees of affiliated companies, freelance collaborators or Customer’s service providers.

1.7. “Services” means translation facilities that makes Customer`s store multilingual.

1.8. “Software” means the software of the used App as made available on a software as a service basis and all Software enhancements that are made available from time to time.

1.9. “Subscription Fee” means the monthly fees payable by the Customer for the use of the App.

2. SERVICES

2.1. Aheadworks Inc. provides Customer an enhanced user interface to use the LangShop translation service, providing means to translate texts in a frontend application.

2.2. The license to use the App is a Single-User Licence.

2.3. The Customer agrees that Aheadworks Inc. owns or holds the applicable licenses to all Intellectual Property Rights including but not limited to copyright in the Software and any documentation provided with the Services by Aheadworks Inc. to the Customer including any Customer configuration documentation.

2.4. Aheadworks Inc. reserves the right to refuse any request in relation to the Platform that it deems inappropriate, unreasonable or illegal.

2.5. Aheadworks Inc. will use the Customer Data exclusively to provide translation services at the Customer's request. As the Customer Data is processed automatically, it can be deleted at Customer's request, but not returned to the Customer (Aheadworks Inc. does not offer a data storage service).

2.6. Aheadworks Inc. reserves the right to add additional features to the Services at any time. Furthermore, Aheadworks Inc. may change, limit or remove existing features for reasons of data security, technical necessities or due to changes in applicable law, provided that the change, limitation or removal is reasonable for Customer in consideration of the interests of both Parties.

2.7. Aheadworks Inc. is entitled to subcontract third parties to fulfil its contractual duties in whole or in part.

2.8. Customers may grant Internal Users access to the App/Platform in its sole discretion. However, Customers shall be fully liable for any use of the App/Platform by Internal Users and shall ensure that Internal Users are aware of and respect any and all restrictions for the use of the App/Platform set out in this Agreement.

3. CONCLUSION OF THE CONTRACT

3.1. In order to conclude a contract regarding Aheadworks’ services under this Agreement it is required to provide an email address, store`s domain and name . After that, a summary of the order will be displayed for review. If Customer, after having agreed to these Terms of Use, clicks on the Order Button the contract is concluded when the subsequent page loads successfully and a subscription number is provided.

3.2. Aheadworks Inc. reserves the right to reject Customer requests to conclude a contract. In this event, the App/Platform will display a respective message during the buying process, at the latest when Customer has clicked the Order Button.

3.3. Until clicking the Order Button, Customers can change and abort the order at any time.

3.4. Aheadworks Inc. shall provide its services immediately after conclusion of the Agreement.

4. SUBSCRIPTION FEES AND PAYMENTS

4.1. Subscription Fees are payable by the Customer as indicated on the App/Platform. Subscription Fees will be due and payable in full, including any applicable taxes.

4.2. The Subscription Fees listed in US Dollars. The Сustomer is responsible for paying all taxes associated with the Subscription Fee, including provincial, municipal, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes and others.

4.3. Aheadworks Inc. uses Shopify services for making payments and transaction processing. Shopify's payment service provider assumes primary responsibility for payment and payment-related customer support. The relationship between the Shopify's Service Provider and Customers are governed by separate agreements; such relationship is not subject to the Terms of Use of this App/Platform.

4.4. The Сustomer can order the translation function using the Agency (TextMaster). The cost of this service is calculated based on the volume of the text. Payment for this type of service is carried out directly to the agency and an additional commission of the Shopify service is also charged in the amount of 20%, as well as a transfer commission - a minimum commission of 0.1% of the order amount, but not less than 5 USD. The Platform does not charge additional commissions on its part.

Free Trial Subscription

4.5. Aheadworks Inc. provides Customers with a 14 days free trial subscription for selected Platform.

4.6. After the free trial period, the free trial subscription is automatically extended to a paid subscription to the App as selected by Customer. The free trial subscription can be terminated at any time during its term by Aheadworks Inc. or Customer. In the event that Aheadworks Inc. or Customer prematurely terminates the free trial subscription, the free trial subscription does not extend to a paid subscription.

4.7. As part of a free trial subscription, the Customer can use all the Services of the App/Platform, except for the functionality assigned to the Enterprise package.

5. REFUND/CANCELLATION POLICY

5.1. Any cancellation request after an order has been processed must be submitted in writing to the following email address: [email protected].

5.2. If the company has not yet started the translation a full cancellation and refund will be granted. Should the translation already be in process, it will be stopped at the earliest opportunity (taking possible time zone hour differences into consideration). The client will only be charged for the part of the translation which has been completed.

6. GRANT OF LICENSES

6.1. Subject to these Terms and timely payment of the Subscription Fees, Aheadworks Inc. hereby grants to Customer a non-exclusive, non-transferrable, internal license to access and use the App/Platform for its internal business purposes for the term and within the scope of this Agreement.

6.2. The Customer understands and agrees that only Aheadworks Inc. will have the right to maintain, improve and enhance the Software. Except as otherwise expressly permitted in these Terms, the Customer shall not and shall not permit any other individual or entity to:

6.2.1. customize, modify or create any derivative works of the Software or LangShop Materials;

6.2.2. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction);

6.2.3. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software;

6.2.4. violate any applicable law, rule, regulation or order, including without limitation, laws governing the personal information and privacy;

6.2.5. redistribute, encumber, sell, rent, lease, sub-license or otherwise transfer rights to the Software;

6.2.6. copy, reproduce, distribute, modify or in any other manner duplicate the Software, in whole or in part;

6.2.7. access or use the Software to create a product that is similar to and/or competitive with the Software.

6.3. Customer hereby grants to Aheadworks Inc. a non-exclusive, non-transferable license to access, copy, modify, translate, store, reproduce and display the Customer Content solely for the purpose of providing the Platform.

6.4. Aheadworks Inc. shall have a royalty-free, worldwide, transferrable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Software, any suggestions, enhancement requests, recommendations, or other feedback provided by Customer relating to the App/Platform.

6.5. All rights regarding the Content, Processed Content and/or Customer Data remain with Customer. However, Customer grants Aheadworks Inc. the non-exclusive worldwide right to use the Content and/or Customer Data solely in order to provide LangShop’s services to Customer. In particular, Customer grants to Aheadworks Inc. the right to temporarily store, modify, process, translate and transmit the Content and/or Customer Data, and to sublicense the foregoing rights to its subcontractors, to the extent required to provide the services set out in this Agreement.

6.6. Aheadworks Inc. does not assume any copyrights to the translations made by Customers using the App. In the event that the translations are made by Customer using the App are deemed to be protected under copyright laws to the benefit of Aheadworks Inc., Aheadworks Inc. grants to Customer, upon creation of such translations, all exclusive, transferable, sublicensable, worldwide perpetual rights to use the translations without limitation and for any existing or future types of use, including without limitation the right to modify the translations and to create derivative works.

7. CUSTOMER`S OBLIGATIONS

7.1. Customers may use the App/Platform solely for the purpose specified in this Terms of Use. In particular, Customer may not, and will not allow third parties (including Internal Users and End Users) to use the App/Platform, translations created using the Platform, information or service provided by Aheadworks Inc. unless expressly authorised by Aheadworks Inc. in written form:

7.1.1. for any illegal activities, including development of any applications infringing any third-party rights or any other applicable laws or regulations;

7.1.2. for spamming or any other unsolicited advertising;

7.1.3. perform benchmark or other capacity testing of LangShop App’s technical infrastructure;

7.1.4. to create a similar product, service or API whose primary purpose is to provide machine translation services, including but not limited to bilingual/multilingual dictionaries;

7.1.5. to develop, market or train a machine translation algorithm;

7.1.6. to transmit any data to LangShop which may not be transmitted to or processed by the App/Platform due to data protection laws, contractual or statutory confidentiality obligations, export restrictions or other statutory provisions or third-party rights.

7.2. Customer is obligated to keep the access credentials provided by LangShop secure and undertakes not to disclose them to any third parties unless required for the contractually intended and permitted use of the App/Platform. Customer is not entitled to repackage or resell access credentials or its access to the App/Platform to any third parties unless expressly agreed upon otherwise.

7.3. Customer is obligated to observe all legal requirements for the collection, processing and use of data which is transmitted to and processed by the App/Platform for Customer in connection with the provision of its services under this Agreement. In particular, Customer shall immediately agree with the App/Platform on a data processing agreement (which shall be provided by Aheadworks Inc.) if Customer intends to transmit personal data to LangShop using the Platform. Customer guarantees not to collect, process or use any personal data in connection with the App/Platform without the express consent of the data subject or sufficient other legal authorisation. LangShop App will reasonably cooperate with Customer in order to assist Customer in implementing such required legal authorisations.

7.4. Customer shall indemnify Aheadworks Inc. from any and all third-party claims including the necessary expenses for legal defence, asserted against Aheadworks Inc. due to a culpable violation of this Agreement by Customer. If third parties should assert such claims against Aheadworks Inc., Aheadworks Inc. shall inform Customer about the asserted claims without undue delay and leave the defence at the discretion of Customer or undertake it in cooperation with Customer. Aheadworks Inc. shall not settle or recognise claims of third parties without Customer’s consent which shall not be unreasonably withheld or delayed. Aheadworks Inc. shall be entitled to request a reasonable advance for the incurred legal defence expenses to be anticipated. The indemnification shall accordingly apply to fines or other regulatory or judicial orders and claims.

7.5. Customers are only permitted to use the App/Platform in compliance with applicable laws. This also includes export control laws and regulations.

8. TERM AND TERMINATION

8.1. These Terms commence as of the date Customer subscribes for the App. The Agreement is concluded for an indefinite period of time.

8.2. Customers may choose to cancel subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.

8.3. If the Parties agree to a fixed term, the term shall be automatically extended by the agreed fixed term unless the Agreement is terminated.

8.4. In the event of a severe, persisting, imminent or repeated material breach of these Terms of Use Aheadworks Inc. shall be entitled to temporarily suspend Customer’s access to the App/Platform upon prior written notice (email sufficient). Notwithstanding further rights under this Agreement, Aheadworks Inc. shall restore access within a reasonable period of time if the breach does not continue, is no longer imminent, or Customer has provided a binding statement that the breach will not be repeated. In the event of an act with fraudulent intent, Aheadworks Inc. is entitled to suspend Customer's access to the App/Platform immediately and indefinitely. Customer is informed in writing (email is sufficient). The suspicion of fraudulent intent is sufficient. Fraudulent intent lies in particular in the following cases:

8.4.1. The e-mail address used for registration does not exist or is obviously not valid;

8.4.2. The address does not exist or is invalid;

8.4.3. Customer has registered several times in order to use the service free of charge or Customer still has open payments from other contracts;

8.4.4. Customer uses a fraudulent, lost, stolen or blocked / inadmissible means of payment;

8.4.5. Customer has contested or demanded the return of a payment without informing Aheadworks Inc. of a valid reason for contesting or demanding the return. The suspension of Customer’s access will be upheld until Customer informs Aheadworks Inc. of a valid reason.

8.5. Within the free trial period, Customer and Aheadworks Inc. are allowed to terminate the Agreement at any time with immediate effect.

8.6. If Customer exclusively uses free services, both Parties are entitled to terminate the Agreement at any time. Specifically, Aheadworks Inc. may terminate the Agreement if the Customer has not used the free services for a longer period of time.

8.7. The following sections shall survive the termination or expiration of these Terms for any reason: GRANT OF LICENSES, CONFIDENTIALITY, WARRANTIES, LIMITATION OF LIABILITY, and any payment obligations incurred prior to the expiration or termination of these Terms.

9. CONFIDENTIALITY

9.1. As used herein, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), that is designated in writing as confidential as well as the product generated data, the licensed materials, the functionality of the Platform, and the terms and conditions of these Terms, including but not limited to the pricing and purchase terms of the product or any part thereof.

9.2. The Receiving Party will:

9.2.1. protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind but in no event less than reasonable care,

9.2.2. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms,

9.2.3. not disclose Confidential Information of the Disclosing Party to any third party (except those third-party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services), and

9.2.4. limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

9.3. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

10. WARRANTIES

10.1. Aheadworks Inc. does not warrant that the functions performed by the App/Platform will meet Customer’s requirements or that the operation of the App/Platform will be uninterrupted or error-free.

10.2. Aheadworks Inc. represents and warrants that to Aheadworks’ knowledge:

10.2.1. The Platform does not infringe any patent, copyright, or trademark or violate the trade secret or other proprietary rights of any third party;

10.2.2. Aheadworks Inc. possesses the legal right and authority to execute and perform these Terms.

10.3. Customer represents and warrants that:

10.3.1. It has the legal right and authority to execute and perform these Terms;

10.4. Except as set forth in these Terms, there are no other warranties or conditions of any kind, including without limitation, the warranties that the App/Platform is free of defects, of merchantable quality or fit for a particular purpose. This disclaimer of warranty constitutes an essential part of these Terms. No use of the product is authorized under these Terms except under this disclaimer.

11. LIMITATION OF LIABILITY

11.1. To the maximum extent permitted by applicable law, in no event will Aheadworks Inc., its agents and affiliates be liable for any indirect, special, incidental, or consequential damages arising out of the use of, misuse, or inability to use the App/Platform, including, without limitation, damages for loss of goodwill, computer failure or malfunction, damage to data or Customer systems, cost of procuring replacement Platform, loss of profit, business interruption or any and all other commercial or economic damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort (including negligence) or otherwise) on which the claim is based.

11.2. LangShop’s cumulative liability to the Customer or any other party for damages for any cause whatsoever will be limited to no more than the Subscription Fees paid by Customer under these Terms in the six (6) month period prior to the first claim.

12. FINAL PROVISIONS

12.1. In the event that one or more provisions of the Terms are for any reason invalid, unenforceable, such invalidity does not affect the validity of any other provision of the Terms, which remains in force.

12.2. In all other respects that are not provided for by the provisions of the Terms, Aheadworks Inc. and the Customer are guided by the current laws of the State of Florida (United States), applicable international law, and the established fair business practice.

12.3. If there is a dispute, You and we are obligated to settle it through peaceful negotiations within 60 (sixty) days.

12.4. Dispute (s) regarding a breach of obligations are sent in writing with the attachment of documents confirming the claim. It shall be sent to our e-mail address indicated above.

12.5. If such dispute(s) is/are not resolved by negotiations, any dispute(s) arising out of or in connection with the Terms shall be referred to and finally resolved by the State and Federal courts located in the state of Florida and in the Palm Beach. Aheadworks Inc. and Customer hereby expressly consent to the personal jurisdiction of the State and Federal courts located in the state of Florida and in the Palm Beach for any lawsuit filed there or arising from or relating to these Terms.

12.6. The number of arbitrators shall be one.

12.7. The seat or legal place of arbitration shall be London, The United Kingdom of Great Britain, and Northern Ireland.

12.8. The language to be used in the arbitral proceedings shall be English.

13. Contacts

If you have any questions related to the practices of App/Platform, or your dealings with App/Platform, please contact us at:

Aheadworks Inc.
3111 N UNIVERSITY DRIVE Suite 604
CORAL SPRING FL 33065
[email protected]