Just-In_Time Translations

Customer wishes to utilize Jit-TR's services in its own software products and/or for other business or private purposes. In order to allow Customer to make use of the services, Customer is granted access to the subscribed Jit-TR Products in accordance with and to the extent of these Terms and Conditions.

The following Terms and Conditions, together with any other notices or documents that they expressly incorporate by reference (collectively, this "Agreement”), is entered into by and between Customer and Jit-TR. This Agreement governs Customer’s access to and use of the Products.

IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY. IT WILL REQUIRE YOU, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, TO RESOLVE DISPUTES WITH Jit-TR ON AN INDIVIDUAL BASIS (WAIVING CUSTOMER’S RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

THESE TERMS AND CONDITIONS ALSO CONTAIN RELEASES, LIMITATIONS ON LIABILITY, AND PROVISIONS ON INDEMNITY AND ASSUMPTION OF RISK, ALL OF WHICH MAY LIMIT CUSTOMER’S LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM CAREFULLY.

Please read this Agreement carefully before you start to use the Products and before clicking the Join or Order Button. By using the Products, clicking to accept, or clicking the Join or Order Button, Customer agrees on behalf of itself or as an authorized representative on behalf of Customer’s entity to the Agreement. If Customer does not agree to this Agreement, Customer must not access or use the Products.

This Agreement is available at https://jit-tr.com/terms.php.

1 Definitions

1.1 "API” refers to the Application Programming Interface provided by Jit-TR to Customer as set out in the Service Specification and the Documentation provided by Jit-TR.

1.2 "API-CAT-Key” refers to a special license key to connect computer-assisted-tools to the API.

1.3 "API Request” refers to an HTTP request transmitted by the Application to the API.

1.4 "API Response” refers to the API’s response to an API Request.

1.5 "Application” refers to the software or service developed by or on behalf of Customer which utilizes the API."Characters” shall have the meaning as set out in the definition for "Number of Characters”.

1.6 "Business Days” are Monday through Friday, excluding public holidays in the United Stares.

1.7 "Content” refers to text sent by Customer to the API or the Jit-TR website as specified in the Service Specification in order to have it processed by the machine infrastructure operated by Jit-TR.

1.8 "Customer” refers to the person or entity ordering or subscribing to the Jit-TR Products or services as the contracting party of Jit-TR.

1.9 "Customer Training Data” refers to terms, example documents and similar texts (monolingual or multilingual) submitted by Customer to the API and/or the Jit-TR website in order to improve and customise the Product provided by Jit-TR for the respective Customer. Further details on the use of Customer Training Data may be contained in the Service Specification or a separate addendum to these Terms and Conditions (if the corresponding features for the use of Customer Training Data are available).

1.10 "Jit-TR Product(s)” refers to the extended services created by Jit-TR which provides Customer via different front ends (e.g., website and desktop application) with a user interface to Jit-TR'sservices in accordance with the Service Specification.

1.11 "Documentation” refers to an electronic documentation of the requirements and functionality of the API provided to Customer in English language.

1.12 "End Users” refers to the users of Customer’s Application.

1.13 "Free API” refers to the API provided by Jit-TR free of charge.

1.14 "Internal Users” refers to the users of Customer’s access to the Products for internal purposes of Customer, e.g., Customer’s employees, employees of affiliated companies within Customer’s corporate family that Customer controls by majority ownership, freelance collaborators or Customer’s service providers.

1.15 "Number of Characters” refers to the number of Characters of the Content transmitted to the API based on the used character encoding. For the avoidance of doubt, multi-byte encoded characters shall count as a single character.

1.16 "Order Button” refers to the button in the online ordering process clearly marked to finalize the ordering process (e.g., with the inscription "Buy now", or similar).

1.17 "Processed Content” refers to any Content that has been processed using the API or the Jit-TR website.

1.18 "Products” refers to the entirety of the services offered by Jit-TR, excluding Test Functions.

1.19 "Service Specification” refers to the list of functionalities and specifications of the API, the Jit-TR website and/or the Customer Training Data (as applicable in each case) as agreed upon conclusion of this Agreement.

1.20 "Single-User License” refers to a license to use a Product by one person. The same person can use the respective access credentials on multiple devices that meet the requirements of the Service Specification. The use of a Single-User License is only allowed and possible on one device at a time. If Customer wishes to use the respective Product by more than one person at the same time, the Customer has to acquire a team license or multiple Single-User Licenses.

1.21 "Third-Party Applications” refers to any applications, components, libraries, plugins or other software provided by third parties that allow Customer to use or access the Products, e.g., plugins for third-party applications for which Customer has to use their own API credentials.

2 Subject of the Agreement

2.1 Subject to this Agreement and the Service Specification, Jit-TR provides Customer with access to the subscribed Products in accordance with the Service Specification and the applicable Documentation for the term of this Agreement.

2.2 If the online purchase process or order form specifies that services are subject to charges in order to enter into this Agreement and obtain access to the Products, then Customer must pay these charges during the online purchase process or in the order form.

3 Jit-TR Services

3.1 General

3.1.1 Jit-TR provides Customer with a license to access to the Products within the term and scope of this Agreement, including the Service Specification and Documentation.

3.1.2 Jit-TR will only store Content or Processed Content on its servers to the extent technically required to provide its Products. Content or Processed Content will neither be perpetually stored on Jit-TR’s servers nor returned to Customer. This does not apply for the Free API. For the avoidance of doubt, Jit-TR shall be entitled to create and retain access logs for billing, security and statistical purposes. Such access logs shall not contain any Content or Processed Content. However, access logs may contain meta data of API Requests such as time of the API Request and size of the transmitted Content.

3.1.3 Jit-TR will only access the Content and/or the Processed Content in the event and to the extent required to carry out a diagnosis and to solve technical issues which may eventually compromise the availability of the Products. To the extent required for the purposes mentioned above and in derogation from Section 3.1.2 Jit-TR may, in exceptional cases, automatically store Content and/or Processed Content for a maximum period of 72 hours in case certain error patterns occur during the processing of Customer requests. The Content and/or the Processed Content will be stored in an encrypted form for the duration of the debugging process and will be automatically deleted afterwards. The access to the cryptographic keys for the decryption of the Contents and/or of the Processed Contents will only be granted in individual cases in the context of a logged process for selected employees of Jit-TR who are bound to secrecy and after the access has been approved by the company management. The Contents and/or Processed Contents stored for debugging purposes will not be linked to any individual Customer.

3.1.4 Jit-TR will make use of the Customer Training Data exclusively in connection with the Products provided to each respective Customer. Furthermore, Jit-TR will store and process it for the term of the Agreement in such a way that no unauthorized persons have access to it. As the Customer Training Data is processed automatically, it can be deleted at Customer's request. However, it cannot be returned to the Customer (as Jit-TR does not offer any data storage service). Jit-TR reserves the right to add additional features to the Products at any time. Furthermore, Jit-TR 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. Jit-TR shall inform Customer of such changes, limitations or removal in due time in writing (e-mail sufficient).

3.1.5 Jit-TR is free to provide customers with additional functions in alpha or beta versions on a test basis ("Test Functions"). These Test Functions are marked as such or as alpha or beta. Test Functions are not the subject of this Agreement. Jit-TR may make them available voluntarily to all or individual customers and the Customer is not obliged to make any payment for the use of Test Functions. Test Functions are intended for test use by the Customer and evaluation by Jit-TR. They are not final products or features and may contain bugs or other inaccuracies. Jit-TR can change, adapt or discontinue the Test Functions at any time.

3.1.6 Further services, including but not limited to consulting, individual development, or implementation or training services, shall only be owed by Jit-TR upon a separate express written agreement.

3.1.7 Jit-TR is entitled to subcontract third parties to fulfil its contractual duties in whole or in part.

3.1.8 Customer may grant Internal Users access to the Products in its sole discretion. However, Customer shall be fully liable for any use of the Products by Internal Users and shall ensure that Internal Users are aware of and respect any and all restrictions for the use of Products set out in this Agreement. Customer shall promptly notify Jit-TR of any suspected or alleged violation of this Agreement and shall cooperate with Jit-TR with respect to investigation of such violations as well as to any action by Jit-TR to enforce this Agreement.

3.1.9 Jit-TR is neither obligated to ensure nor warrants correctness or accuracy of Processed Content (including Processed Content generated by an API Response). In particular, Jit-TR does not give any guarantee regarding the correctness of any and all Processed Content delivered.

3.1.10 Jit-TR is not obligated to deliver any Processed Content (including Processed Content generated by an API Response). In particular, Jit-TR may arbitrarly revoke delivery to any Customer for any reason.

3.2 API

In addition to Section 3.1, the following shall apply to the API:

3.2.1 Jit-TR will provide Customer with access credentials for the API.

3.2.2 The API allows Customer to access the technical infrastructure for Content operated by Jit-TR by means of transmitting Content to the technical infrastructure. Jit-TR shall process the Content in accordance with this Agreement, the Service Specification and the Documentation.

3.2.3 Jit-TR may, in its sole discretion, provide Customer with software development kits or code samples (hereinafter jointly referred to as "Code Samples”). Code Samples are provided free of charge and are excluded from the paid services provided by Jit-TR. Code Samples are provided in electronic form and can be downloaded from a dedicated website. Jit-TR is not obligated to continue development of Code Samples or to keep Code Samples functional or available at all times. Code Samples are not suited for any use in production environments and are provided for educational purposes only.

3.2.4 Particularly in view of the on-going development of the API, Jit-TR may introduce new versions of the API with an additional or different range of features. Furthermore, Jit-TR may terminate deprecated versions of the API. Jit-TR shall inform Customer of such termination in writing (e-mail sufficient) at least four (4) weeks before the termination of that version of the API becomes effective. For greater certainty, the termination of a version of the API does not terminate this Agreement, amend this Agreement, or otherwise affect the rights of either party. Jit-TR will inform Customer of updates of the API via e-mail.

3.2.5 The option to use an API-CAT-Key is only provided if Customer chooses specific subscription tiers in the order process which include API-CAT-Key support. The API-CAT-Key is a Single-User License.

3.2.6 Some Third-Party Applications may require Customer to acquire Products from Jit-TR in order to use certain features of the Third-Party Applications. Jit-TR is not responsible for any Third-Party Application. Any use of such Third-Party Application is solely subject to the terms and conditions of its respective vendor and Jit-TR does not have any influence on such Third-Party Applications.

3.3 Free API

3.3.1 The Free API is provided by Jit-TR with a limited scope of functions. Further details, in particular with regard to specific restrictions and limited functionality, can be found in the Documentation.

3.3.2 In derogation from Section 3.2.4, Jit-TR reserves the right to modify the functional scope of the Free API at any time or to completely discontinue the free provision of the API without notice. Jit-TR is not required to update, or provide updates to, the Free API.

3.3.3 In all other respects, the provisions of Section 3.2 apply accordingly to the Free API.

4 Availability

4.1 Jit-TR shall provide an annual average of 97% uptime availability for those Products that are subject to charges or remuneration to be paid by Customer. The availability calculation excludes any downtime for planned maintenance work as well as service interruptions which are beyond Jit-TR’s control, including but not limited to short-term and undue increase in the number of requests by Customer which requires an unplanned increase in system capacity.

4.2 Subject to the exceptions in Section 4.1, availability shall be calculated as the number of hours the services of the Products are functional, divided by the total number of hours within the respective calendar year.

4.3 Unavoidable downtime due to planned maintenance work shall be electronically notified to Customer reasonably in advance (e-mail sufficient).

5 Formation of the Contract

5.1 A contract regarding Jit-TR’s services under this Agreement is entered by providing an e-mail address and a password and then entering a billing address and payment information. After that, a summary of the order will be displayed for review. When Customer, after agreeing to these Terms and Conditions and the Service Specification, clicks on the Order Button, he makes a binding offer to conclude a contract ("Application for Contracting"). Until clicking on the Order Button, the Customer can cancel the order process at any time or change the information provided by deleting, adding or correcting the information provided in the various fields or by closing his web browser or tab.

5.2 For customers in the province Quebec: Customer represents and warrants that Customer is a corporate entity (and not a consumer).

5.3 The Application for Contracting is accepted and the contract is concluded if, after clicking on the Order Button, the then following page is successfully loaded and membership information is provided.

5.5 Furthermore, in derogation of Sections 5.1 to 5.3, the contract concerning the services offered by Jit-TR can be entered into by other means of distance communication (e.g., e-mail). In this case, Jit-TR will provide the Customer with these Terms and Conditions and the Service Specification before entering into the contract, which will be entered into either as soon as Jit-TR expressly confirms the conclusion of the contract or by putting the Products at Customer’s disposal.

5.6 Jit-TR shall provide its Products immediately after entering into the Agreement.

5.7 The official language of this Agreement is in the English language and the parties have expressly requested that this Agreement be drafted in the English language. Any translations are for convenience only.

6 Free Trial Subscription

6.1 Jit-TR may provide Customer with a free trial subscription for selected Products at its own discretion.

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

7 Copyright and Intellectual Property

7.1 Subject to Customer complying with the provisions of this Agreement, Jit-TR grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the Products for its internal intended purpose for the term and within the scope of this Agreement, subject to the authorized number of Internal Users for which Customer has paid Jit-TR.

7.2 Subject to Customer complying with the provisions of this Agreement, Jit-TR grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the provided Documentation and support materials for the term and within the scope of this Agreement, in particular, to reproduce them and provide them to Internal Users or contractors to the extent required for the intended use of the Products.

7.3 Subject to Customer complying with the provisions of this Agreement, Jit-TR grants Customer a non-exclusive right to use the provided Code Samples for educational and internal development purposes without restriction in regard to time or location, in particular to reproduce the Code Samples and provide them to Internal Users, to modify and create derivative works of the Code Samples ("Derivatives”) and to use, sub-license or distribute such Derivatives without limitation.

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

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

7.6 To the extent that Customer prepares any Derivatives as set forth in Section 7.3, Customer irrevocably and perpetually covenants not to assert any of its intellectual property rights in the Derivatives thereto against Jit-TR or any Jit-TR customers. As used herein "assert" means to bring an action of any nature before any legal, judicial, arbitral, administrative, executive or other type of body or tribunal that has or claims to have authority to adjudicate such action in whole or in part. The foregoing is deemed a power coupled with an interest and is irrevocable.

7.7 Customer hereby grants Jit-TR a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, perpetual, license to use or incorporate into the Products any Customer feedback regarding the Products (in particular received via e-mail or the contact form), including any copyright therein, and hereby waives any moral rights Customer may have in any Customer feedback. All Customer feedback is provided by the Customer on an "as is” basis without warranty of any kind. For the avoidance doubt, any Content, Process Content and Customer Training Material shall not be regarded as feedback within the meaning of this Section 7.7.

8 Obligations of Customer

8.1 General

8.1.1 Customer may use the Products solely for the purpose agreed between the Parties. In particular, Customer may not, and will not, allow third parties (including Internal Users and End Users) to use the Products created or to use the Documentation or other data, information or service provided by Jit-TR unless expressly authorised by Jit-TR in writing, under the following scenarios:

a) in connection with, or for the purpose of, operating critical infrastructure such as electrical power stations, military or defence equipment, medical appliances or other similar essential equipment whose failure or impairment would result in unforeseeable economical or physical damages;
b) for any legal activities, where exact definitions of words used and phrases created become the primary focus of the relationships undertaken by the Customer;
b) for any illegal activities, including development of any applications infringing any third-party rights or any other applicable laws or regulations;
c) for spamming or any other unsolicited advertising;
d) for reverse engineering of Jit-TR’s Products or for benchmarking or conducting any other capacity testing of Jit-TR’s technical infrastructure;
e) for creating a similar product, service or API whose purpose includes those provided by Jit-TR;
f) for developing, marketing or training any machine algorithm;
g) to transmit any data to Jit-TR which may not be transmitted to or processed by Jit-TR due to data protection laws, contractual or statutory confidentiality obligations, export restrictions or other statutory provisions or third-party rights.

8.1.2 Customer is obligated to keep the access credentials provided by Jit-TR secure. Customer will not disclose access credentials to any third parties unless required for the contractually intended and permitted use of the Products, in such case then the Customer will be responsible for any use of the Products under such credentials access. Customer is not entitled to repackage or resell access credentials or its access to the Products to any third parties unless expressly agreed upon otherwise in writing.

8.1.3 Customer is obligated to observe all legal requirements for the collection, processing and use of data which is transmitted to Jit-TR and processed by Jit-TR for Customer in connection with the Products under this Agreement. In particular, Customer shall immediately notify Jit-TR and agree with Jit-TR on a data processing agreement (which shall be provided by Jit-TR) if Customer intends to transmit personal data to Jit-TR using the Products. Customer shall not collect, process or use any personal data in connection with the Products without the express consent of the data subject or sufficient other legal authorisation. Jit-TR will reasonably co-operate with Customer in order to assist Customer in implementing such required legal authorisations.

8.1.4 Customer shall indemnify, defend and hold harmless Jit-TR from any and all third-party claims including the necessary expenses for legal defence, asserted against Jit-TR due to any use or non-use of the Products, or a violation of this Agreement by Customer. If third parties should assert such claims against Jit-TR, Jit-TR shall inform Customer about the asserted claims without undue delay and leave the defence at the discretion of Customer. Jit-TR shall not settle or recognise claims of third parties without Customer’s consent, which consent shall not be unreasonably withheld or delayed. Jit-TR 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.

8.1.5 In the event that Customer uses Third-Party Applications to access the Products, Customer shall comply with the acceptable use policies set out by the vendor of the Third-Party Application if applicable.

8.1.6 Customer is only permitted to use the Products in compliance with applicable laws. This also includes export control laws and regulations.

8.2 API

In addition to Section 8.1, the following shall apply concerning the API:

8.2.1 Customer is solely responsible for the implementation of the API as well as the installation, operation and maintenance of Customer's Application, including compliance of Customer's Application with all applicable laws, regulations and other third party requirements.

8.2.2 Customer must comply with all technical requirements set out in the Service Specification and the Documentation. In particular, Customer must ensure that any Content is transmitted to the API in a valid data format and data encoding.

8.2.3 Unless expressly agreed upon otherwise, Customer must disclose to End Users of an Application that any Processed Content displayed to the End Users without manual modification of Customer has been created using the API by either displaying the logo or the brand name (including the domain name) of Jit-TR. However, Customer must not express or imply that Jit-TR is responsible for the Processed Contents or that Customer acts on behalf of Jit-TR. All goodwill arising out of the use of the Jit-TR logo or brand name shall inure to the benefit of Jit-TR. Customer will cease use of the Jit-TR logo and/or brand name on Jit-TR’s request.

8.2.4 In the event that Customer uses the API within an Application which is distributed on third-party platforms (e.g., mobile apps), it is Customer’s sole responsibility to comply with any and all requirements and terms of service of such third-party platforms.

8.2.5 In the event that a disclosure of access credentials to third parties is required for the contractually intended use of the API, Customer is solely responsible to take adequate and effective precautions to protect the access credentials from misuse or unauthorised access. In particular, access credentials may not be stored in configuration files in plain text and may not be transmitted over unencrypted public network connections.

8.2.6 Customer is obligated to adhere to any security precautions, functional and other limitations of the API. In particular, Customer must not bypass, remove, replicate, defeat, avoid, deactivate or otherwise circumvent protection or authentication mechanisms or misuse API methods for purposes other than those intended or expressly documented.

8.2.6 Customer is obligated to adhere to the intent of any security precautions, functional and other limitations of the API. In particular, Customer must not attempt to bypass, remove, defeat, replicate, avoid, deactivate or otherwise circumvent protection or authentication mechanisms or misuse API methods for purposes other than those intended or expressly documented.

8.2.7 To the extent reasonable and technically possible, Customer must take precautions during the implementation of the Application using the API to ensure that Customer’s Application will continue to work properly even if the API is not available, whether caused by Jit-TR’s or Customer’s fault.

8.2.8 Customer must immediately inform Jit-TR if there are reasons to expect a significant increase in the number of API Requests for reasons such as an unusual increase in End Users, unusual marketing, promotions or other campaigns.

8.3.9 If Jit-TR provides a new version of the API, Customer shall implement the new version of the API into Customer's Application within a reasonable period of time from the announcement of the new API version, considering the extent of the changes, usual development time in the industry and the justified interests of Customer, including the individual capacities of Customer.

8.2.10 The aforementioned clauses of Section 8.3 shall apply accordingly to the Free API.

8.2.11 If Customer uses the Free API, Customer shall not process any personal data with the API. In the event of a violation by Customer, Customer will indemnify Jit-TR from all claims of third parties, including the necessary costs for legal defense as well as fines or other official or judicial orders and claims, which are asserted against Jit-TR as a result of the processing of personal data by Customer in violation of the Agreement. Section 8.1.4 applies accordingly.

9 Remuneration

9.1 If remuneration has been agreed upon, Customer shall pay the base remuneration as well as usage-based remuneration as stipulated upon entering into the Agreement.

9.2 All amounts shall be paid in full, within 3 business days, in the currency indicated on the invoice. The Customer shall bear all bank and transfer charges as well as any currency conversion costs (if applicable).

9.3 API Requests shall be billable in terms of Section 9.1 if (i) the API Request has been successfully transmitted using the API and (ii) there has been a valid API Response in accordance with the Documentation. Server errors shall be deemed as valid API Response only if they occur due to failures on Customer’s side, including the use of incorrect, incompatible or insufficient Content or other use of the API which does not comply with the technical requirements set out in the Service Specification or Documentation provided by Jit-TR.

9.4 All amounts are to be exclusive of any applicable sales tax or other taxes.

9.5 Unless applicable law requires paper invoicing, all invoices shall be made available to the Customer exclusively in a digital format (e.g., as PDF files sent by e-mail to the invoice e-mail address indicated by the Customer or available for download by the Customer on the website in the customer account).

9.6 For Products with a fixed base remuneration, the remuneration is due at the beginning of each billing period.

9.7 If the Customer chooses to pay by credit card or SEPA direct debit for Products with a variable remuneration (in particular when using the API), Jit-TR reserves the right to debit advance payments in the course of the billing period. A first advance payment is due as soon as the Number of Characters has exceeded a certain equivalent value. The value of the advance payment may vary between an amount of $100 USD and an amount of $5,000 USD (according to the respective Customer and its usage behaviour). The relevant equivalent value related to the subsequent prepayments will be based on the future usage of the Customer. At the end date of the billing period, the basic price as well as the outstanding usage-dependent payment will be due. The Customer will receive a monthly invoice.

9.8 If Jit-TR is not able to debit the due advance payment in accordance with Section 9.7, Jit-TR will block the access of the Customer to the Products. As soon as the debit is successful, Jit-TR will promptly restore the access.

9.9 Jit-TR reserves the right to block the access to the Products if the Customer has not paid any due fee after having been sent a written notification by Jit-TR (e-mail sufficient). If the Customer pays all outstanding claims, Jit-TR will without any delay, but at the latest within three (3) Business Days after the receipt of the entire payment by Jit-TR, restore the access of the Customer. Depending on the selected payment method, the following will apply additionally:

9.9.1 In case payments are made by invoice, Jit-TR will inform the Customer of the impending blocking after the due date and will request payment from the Customer. In case the payment is not made within three (3) subsequent Business Days, Jit-TR will be entitled to block the access of the Customer. After the blocking, Jit-TR will send another payment request to the Customer in order to restore access.

9.9.2 In case Jit-TR is not able to debit the due payment for payments made by credit card or SEPA direct debit, Jit-TR will ask the Customer to update the agreed payment method or to provide a new payment method and will inform the Customer of the impending blocking. In case the debit continues to fail after the notification, Jit-TR is entitled to block access to the Products. After the blocking, Jit-TR will send another request to the Customer to provide a new payment method in order to restore access.

9.9.3 In case and to the extent that the Customer, in accordance with the applicable law, is obliged to withhold a certain amount related to taxes, duties, levies or similar (hereinafter referred to as the "Withholding Tax") from payment to Jit-TR and remit to the respective tax authorities, the amount payable by the Customer to Jit-TR will be increased by the amount due for the said Withholding Tax. Consequently, in each case, Jit-TR shall obtain from the Customer an amount corresponding to the amount the Customer would have had to pay in case such Withholding Tax is not applied. The Customer is obliged to withhold the Withholding Tax in the appropriate amount and in accordance with the requirements of the applicable law and to pay the said amount to the competent tax authorities. The Customer is obliged to provide Jit-TR with proof related to the proper withholding and corresponding payment of the due Withholding Tax. Jit-TR will reasonably cooperate with the Customer in order to determine whether the said deduction or withholding of Withholding Tax from the service provided by Jit-TR is or was required. If this is the case, to the extent permitted by law, Jit-TR will cooperate with the Customer in order to reduce the applicable Withholding Taxes and to assign to the Customer any claim for repayment of the Withholding Tax (if applicable).

10 Term and Termination of this Agreement

10.1 The Agreement shall continue as set forth in the ordering process and confirmation page until terminated in accordance with this Agreement. In addition to rights a Customer may have under this Agreement or at law, each Party may terminate the Agreement at any time with effect to the end of the current billing period by selecting the corresponding option in their account or by providing written notice to the other Party.

10.2 If the Parties agree to a fixed term, upon the expiration of such fixed term, the term of this Agreement shall be automatically extended by the same period of time as such initial agreed fixed term unless the Agreement is terminated before the date of automatic renewal.

10.3 Jit-TR reserves the right to restrict or suspend API features for reasons other than the reasons specified in Section 3.2.4, including by reason of non-payment. In such case, Jit-TR shall inform Customer of the proposed changes with two (2) months’ prior notice in writing (e-mail sufficient). If Customer does not give any notice that it objects to such changes within this period, and to the extent not prohibited by applicable law, the proposed changes shall be deemed as agreed. Jit-TR shall inform Customer of this legal consequence, i.e., the right of objection, the objection period, and the implications of remaining silent. In the event Customer opposes the change within such period, the Agreement can be terminated by each party immediately.

10.4 In the event:

a) of a severe, persisting, imminent or repeated breach of these Terms and Conditions, in particular an obligation set forth in Section 8 or
b) Jit-TR has factual indication of an unauthorized use of any Jit-TR Product according to Section 8.2,

Jit-TR shall be entitled to temporarily suspend Customer’s access to the Products upon giving written notice of the violation leading to the suspension (e-mail sufficient).

Without prejudice to its other rights under this Agreement or otherwise, Jit-TR shall restore access within a reasonable period of time if the breach is remedied, is no longer imminent, or Customer has provided a binding statement that the breach will not be repeated.

10.5 Jit-TR MAY TERMINATE THIS AGREEMENT OR SUSPEND CUSTOMER’S ACCESS TO THE PRODUCTS AT ANY TIME, INCLUDING IN THE EVENT OF CUSTOMER’S MATERIAL BREACH OR ACTUAL OR SUSPECTED UNAUTHORIZED OR FRAUDULENT USE OF THE PRODUCTS OR NON-COMPLIANCE WITH THIS AGREEMENT INCLUDING THESE TERMS AND CONDITIONS, OR IF Jit-TR WITHDRAWS THE PRODUCTS OR ANY CONTENT CONTAINED THEREIN. If Customer or Jit-TR terminates this Agreement, or if Jit-TR suspends Customer’s access to any Product, Customer agrees that Jit-TR shall have no liability or responsibility to Customer, and that Jit-TR will not refund any amounts that Customer has already paid, to the fullest extent permitted under applicable law. To learn how to terminate Customer’s account, please see the support section on the website. This section will be enforced to the fullest extent permissible by applicable law. Without limiting the foregoing, the following cases are considered a material breach of this Agreement:

a) The e-mail address used for registration does not exist or is obviously not valid;
b) The Customer’s physical address does not exist or is invalid;
c) Customer has registered several times in order to use the service free of charge or Customer still has open payments from other contracts;
d) Customer uses a fraudulent, lost, stolen or blocked / inadmissible means of payment;
e) Customer has contested or demanded the return of a payment without informing Jit-TR of a valid reason for contesting or demanding the return. The suspension of Customer’s access will be upheld until Customer informs Jit-TR of a valid reason.

10.6 In case Customer violates the restrictions on using the Jit-TR Products (Section 8.1.6), utilizes Products with unlimited usage in a way ton which they were not intended, or allows more Internal Users to utilize Products than licensed, Jit-TR reserves the right to disable the access and cancel the Agreement with immediate effect. In this case, Customer will be refunded fees already paid proportionally.

10.7 For Products with a maximum monthly usage cap, Jit-TR will only allow the contracted Number of Characters (as described in the Service Specification) to be processed within a billing period. Once the monthly usage limit is reached, Customer will no longer be able to use the Products, unless a Product with a higher Number of Characters has been purchased (if available).

10.8 Within the free trial period, Customer or Jit-TR may terminate the Agreement at any time with immediate effect.

10.9 If Customer exclusively uses free services or the Free API, both Parties are entitled to terminate the Agreement at any time. Specifically, Jit-TR may terminate the Agreement if Customer has not used the free services or the Free API for a substantial period of time.

11 Disclaimer of Warranties

THE PRODUCTS, CODE SAMPLES AND SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY, CONDITION, OR REPRESENTATION OF ANY KIND.

Jit-TR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

Jit-TR DOES NOT WARRANT, CONDITION, OR REPRESENT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCTS OR ANY ASSOCIATED SERVICES WILL BE CORRECTED.

12 Limitation of Liability and Waiver of Consequential Damages

12.1 Consequential Damages Waiver. SUBJECT TO SECTION 12.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL Jit-TR OR CUSTOMER, BE LIABLE TO (AS APPLICABLE) Jit-TR, CUSTOMER, ANY END USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, OR , WITHOUT LIMITING THE FOREGOING, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE, ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE AND/OR INABILITY TO USE THE PRODUCTS OR ANY ASSOCIATED SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Limitation of Liability. SUBJECT TO SECTION 12.3., TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL Jit-TR’S OR CUSTOMER’S TOTAL CUMULATIVE LIABILITY TO (AS APPLICABLE) Jit-TR, CUSTOMER, ANY END USER OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR FOR INDEMNITY OR OTHERWISE), UNDER THIS AGREEMENT, AND REGARDLESS OF THE NUMBER OF CLAIMS, EXCEED THE TOTAL AMOUNT OF FEES PAID AND PAYABLE BY CUSTOMER TO Jit-TR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THE OCCURRENCE OR ALLEGED OCCURRENCE OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS AMOUNT, WHICH SHALL BE CALCULATED ONLY ONCE.

12.3 Exclusions. The limitations in Sections 12.1 and 12.2 shall not apply to damages or liability to the extent arising from (i) a party’s fraud or wilful misconduct, (ii) gross negligence that results in physical harm or property damage, (iii) breach by Customer of the licenses granted herein, or license restrictions, (iv) Customer’s payment obligations, or for license or other fees to Jit-TR or (v) Customer’s indemnification obligations.

12.4 Failure of Essential Purpose. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.5 Allocation of Risk. The sections of this Agreement that address indemnification, limitation of liability and disclaimer of warranties allocate the risk between the parties and such sections shall survive termination of this Agreement or Customer’s account. This allocation of risk is an essential element of the basis of the bargain between the parties.

13 Amendments

If not prohibited by applicable law, Jit-TR reserves the right to change or modify this Agreement at any time and in Jit-TR’s sole discretion. If Jit-TR makes changes to this Agreement, Jit-TR will provide notice of such changes, such as by posting a notice on our Products and/or updating the "Last Modified” date below. If you disagree with these changes, you may terminate this Agreement by providing written notice to Jit-TR within 30 days of our posting of the notice and terminating this Agreement. Otherwise, Customer’s continued use of the Product following the posting of changes or modifications will constitute Customer’s express acceptance of such changes or modifications. If Customer does not agree to the amended Agreement, Customer must stop using our Products.

14 Miscellaneous

14.1 This Agreement, the Documentation, Service Specifications, and any online purchase process or order form represents the complete and exclusive agreement between the parties on its subject matter and supersedes all prior and contemporaneous agreements relating to the subject matter. Customer purchase order or other terms and conditions of Customer shall not be part of this Agreement and are hereby rejected, unless Jit-TR has expressly agreed in written form. This Agreement may not be assigned by Customer without Jit-TR’s prior written consent.

14.2 No waiver by Jit-TR of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Jit-TR to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

14.3 If any provision of this Agreement is held by a court, arbitration body or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

14.4 This Agreement shall be exclusively governed by the law of the province of Alberta and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

15 Binding Arbitration; Class Action Waiver

15.1 Informal Resolution of Disputes and Excluded Disputes. For purposes of this Section 15, "Claims” means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) the Products, including any and all contents, materials and software related thereto, and/or (ii) Customer’s use of the Products. If any Claim arises out of or relates to the Products or this Agreement, other than as may be provided herein, then Customer and Jit-TR agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Jit-TR notice to Customer will be sent to Customer based on the most recent contact information that Customer provide Jit-TR. If no such information exists or if such information is not current, Jit-TR has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, Customer and Jit-TR will engage in a dialog to attempt to resolve the Claim, though nothing will require either Customer or Jit-TR to resolve the Claim on terms with respect to which Customer and Jit-TR, in each of our sole discretion, are not comfortable.

15.2 Binding Arbitration. If Customer and Jit-TR cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then Customer agrees that that any such Claim shall be resolved using arbitration as set out in this Agreement (provided that, if the Customer is an individual consumer and not a business entity, Customer may reject such arbitration and seek resolution of such Claim in a provincial or federal court located in Calgary, Alberta). The arbitrator will have jurisdiction to consider the Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement are void or voidable, or whether a claim is subject to arbitration relating to Customer’s use of the Products. However, Customer and Jit-TR agree that the laws of the Province of Alberta and Canadian federal law applicable therein shall apply to, and govern, as appropriate, any and all Claims or disputes arising between Customer and Jit-TR regarding this Agreement and the Products, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the terms of this Agreement as a court would. THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, CUSTOMER’S ACCOUNT OR CUSTOMER’S USE OF THE PRODUCTS.

15.2.1 Initiating Arbitration. To begin an arbitration proceeding, Customer must send a letter requesting arbitration and describing Customer’s claim to Jit-TR at Jit-TR SE, Maarweg 165, 50825 Cologne, Germany or e-mail: support@jit-tr.com. The arbitration will be conducted in English by a single arbitrator by the Canadian Arbitration Association ("CAA”) in accordance with the CAA rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by CAA rules. The arbitration shall take place in Calgary, Alberta or at such other venue (and pursuant to such procedures) as is mutually agreed upon. Customer can obtain CAA procedures, rules, and fee information as follows: https://canadianarbitrationassociation.ca/.

15.2.2 Fees. Customer and Jit-TR will pay equally the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Jit-TR to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Jit-TR will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit Customer to recover legal fees.

15.2.3 Class Action Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND Jit-TR EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

15.2.4 Exclusions; Venue. Notwithstanding the agreement to resolve all disputes through arbitration, Customer or Jit-TR may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). Customer or Jit-TR may also seek relief in small claims court for Claims within the scope of that court’s jurisdiction. In the event that the arbitration provisions above are found not to apply to Customer or to a particular Claim, either as a result of Customer’s decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, Customer agree that the venue for any such Claim or dispute is exclusively that of a provincial or federal court located in Calgary, Alberta. Customer and Jit-TR agree to submit to the personal jurisdiction of the courts of Calgary, Alberta for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement or Customer’s use of the Products in the event that the arbitration provisions are found not to apply. Customer and Jit-TR agree that if a Claim proceeds in front of a court, that claim will be determined by a judge alone, and that any right to a jury trial is hereby waived.

15.2.5 Limited Time to File Claims. IF CUSTOMER OR Jit-TR WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN CUSTOMER OR Jit-TR MUST COMMENCE IT WITHIN TWO (2) YEARS AFTER THE DATE CUSTOMER DISCOVERS A POTENTIAL CLAIM OR IT WILL BE FOREVER BARRED. In this Section 16.2.5, "commencing” means, as applicable: (i) filing for arbitration in accordance with this Agreement; or (ii) filing an action in provincial or federal court (if permitted to do so pursuant to this Agreement). This provision will not apply to any legal action taken by Jit-TR to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to the Products, intellectual property rights of any or all of Jit-TR’s list of the Products.

15.2.6 Your Right to Opt-Out. Customer has the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of Customer’s decision to opt-out to: support@jit-tr.com with the subject line "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of Customer’s first use of the Products, otherwise Customer shall be bound to arbitrate any disputes in accordance with the terms of this Agreement providing for binding arbitration. If Customer opts-out of these arbitration provisions, Jit-TR also will not be bound by them.

Last modified: December 2023