PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Last Updated: October 06, 2017
The Platform, the Oyraa Services, and Collective Content are protected by copyright, trademark, and other laws of Japan and foreign countries. You acknowledge and agree that the Platform, the Oyraa Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Oyraa 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 Oyraa Services or Collective Content.
The Oyraa Services have different services and offerings, so sometimes additional terms or services requirements may apply to your use of the Oyraa Services. For example, additional terms apply if you use Invitation Program to invite new Users to Oyraa Services or if you use the Subscription Program to use the Oyraa Services. If additional terms are available for the relevant services you use, those additional terms become part of these Terms of Services.
Subject to your compliance with these Terms of Services, Oyraa 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. Oyraa reserves all rights in the Application not expressly granted to you by these Terms of Services.
Oyraa Content and User Content License
Subject to your compliance with these Terms of Services, Oyraa grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Oyraa Content solely for your personal and non-commercial purposes and (ii) access and view any User 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 Oyraa Services, or Collective Content, except as expressly permitted in these Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Oyraa or its licensors, except for the licenses and rights expressly granted in these Terms of Service.
User Content means all content (in the form of text, graphics, images, music, software (excluding the Application), audio, video, information or other materials) that are created by User (Client and/or Interpreter) on OYRAA Platform.
Oyraa may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to Oyraa 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, and otherwise exploit such User Content on, through, by means of or to promote or market the Platform and the Oyraa Services. Oyraa does not claim any ownership rights in any such User Content and nothing in these Terms of Servicewill be deemed to restrict any rights that you may have to use and exploit any such User Content. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Platform and the Oyraa Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Platform and the Oyraa Services or you have all rights, licenses, consents and releases that are necessary to grant to Oyraa the rights in such User Content, as contemplated under these Terms of Service; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Oyraa's use of the User Content (or any portion thereof) on, through or by means of the Platform and the Oyraa 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.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary marks of Oyraa used herein are trademarks or registered trademarks of Oyraa. Any other trademarks, service marks, logos, trade names and any other proprietary marks are the trademarks or registered trademarks of their respective parties.
Oyraa welcomes and encourages you to provide feedback, comments and suggestions for improvements to the Platform and the Oyraa Services ("Feedback"). You may submit Feedback by emailing Oyraa, through the "Contact" section of the Platform, or by other means of communication. You acknowledge and agree that all Feedback you give Oyraa will be the sole and exclusive property of Oyraa and you hereby irrevocably assign to Oyraa and agree to irrevocably assign to Oyraa 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 Oyraa's request and expense, you will execute documents and take such further acts as Oyraa may reasonably request to assist Oyraa to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Oyraa respects copyright law and expects its Users to do the same. It is Oyraa's policy to terminate in appropriate circumstances the Oyraa Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Oyraa Copyright Policy for further information. Suspension, Termination and Oyraa Account Cancellation, Oyraa may, in Oyraa’s 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 Oyraa Account. If Oyraa exercises Oyraa’s discretion under these Terms of Serviceto do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Oyraa Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform, the Oyraa Services, your Oyraa Account, your User Content, or receive assistance from Oyraa Customer Service, (b) any pending or accepted future schedulings as either Interpreter or Client will be immediately terminated, (c) Oyraa may communicate to your Clients or Interpreters that a potential or confirmed scheduling has been cancelled, (d) Oyraa may refund your Clients in full for any and all confirmed scheduling, irrespective of preexisting cancellation policies, (e) Oyraa may contact your Clients to inform them about potential alternate Language Services with other Interpreters that may be available on the Platform and the Oyraa 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 Oyraa Account. You may cancel your Oyraa Account at any time via the "Cancel Account" feature of the Oyraa Services or by sending Oyraa an email. Please note that if your Oyraa Account is cancelled, Oyraa does not have an obligation to delete or return to you any User Content you have posted to the Platform and the Oyraa Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE PLATFORM, THE OYRAA SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE INVITATION PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT OYRAA 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 OYRAA SERVICES, COLLECTIVE CONTENT AND INVITATION PROGRAM ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, OYRAA 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. OYRAA MAKES NO WARRANTY THAT THE PLATFORM, THE OYRAA 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. OYRAA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, LANGUAGE SERVICES, INTERPRETERS, CLIENTS, THE OYRAA SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE PLATFORM, THE OYRAA SERVICES OR INVITATION PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OYRAA OR THROUGH THE PLATFORM, THE OYRAA 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 OYRAA SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM OR THE OYRAA SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INTERPRETERS OR CLIENTS. YOU UNDERSTAND THAT OYRAA DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR THE OYRAA SERVICES OR TO REVIEW OR INTERVIEW ANY USERS. OYRAA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THE OYRAA SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM OR THE OYRAA SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM OR THE OYRAA SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM OR THE OYRAA 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 OYRAA. NOTWITHSTANDING OYRAA'S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE INTERPRETERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CLIENTS ON BEHALF OF THE INTERPRETERS, OYRAA 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 OYRAA SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR SCHEDULING OF ANY LANGUAGE SERVICES VIA THE PLATFORM AND THE OYRAA SERVICES, YOUR PARTICIPATION IN THE INVITATION PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF OYRAA WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER OYRAA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, THE OYRAA 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 OF SERVICE, FROM THE USE OF OR INABILITY TO USE THE PLATFORM, THE OYRAA SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR THE OYRAA SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, THE OYRAA SERVICES, OR YOUR PARTICIPATION IN THE INVITATION PROGRAM OR FROM YOUR LISTING OR SCHEDULING OF ANY LANGUAGE SERVICES VIA THE PLATFORM AND THE OYRAA SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OYRAA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH ACCIDENT. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE LANGUAGE SERVICES PURSUANT TO THESE TERMS OF SERVICE, IN NO EVENT WILL OYRAA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE AND YOUR USE OF THE PLATFORM AND THE OYRAA SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR SCHEDULING OF ANY LANGUAGE SERVICES VIA THE PLATFORM AND THE OYRAA SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, THE OYRAA 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 OYRAA SERVICES AS A CLIENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO OYRAA’S LIABILITY, OR IF YOU ARE AN INTERPRETER, THE AMOUNTS PAID BY OYRAA TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO OYRAA’S LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF L SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OYRAA 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.
You agree to release, defend, indemnify, and hold Oyraa 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 Oyraa Services, or Collective Content or your violation of these Terms of Service; (b) your User Content; (c) your (i) interaction with any Member, (ii) SScheduling 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 Japanese 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 Japan 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 Oyraa 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 Oyraa Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Oyraa does not permit Listing associated with certain countries due to U.S. embargo restrictions.
If you work with or interpret for 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 Oyraa 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.
These Terms of Service constitute the entire and exclusive understanding and agreement between Oyraa and you regarding the Platform, the Oyraa Services, Collective Content, any Scheduling or Listing of Language Services made via the Platform and the Oyraa Services, and these Terms od Service supersedes and replaces any and all prior oral or written understandings or agreements between Oyraa and you regarding the Platform, the Oyraa Services, Collective Content, any scheduling or Listing of Language Services made via the Platform.
You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Oyraa's prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Oyraa may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given by Oyraa (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 of Service and your use of the Services will be interpreted in accordance with the laws of Japan, without regard to its conflict-of-law provisions. You and Oyraa agree to submit to the personal jurisdiction of Japan for any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Oyraa Services or use of the Platform (collectively, "Disputes"). Except as provided in the preceding sentence, this "Controlling Law and Jurisdiction" section will survive any termination of these Terms of Service.
The failure of Oyraa to enforce any right or provision of these Terms of Service 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 Oyraa. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provision of these Terms of Service will remain in full force and effect.
Third party beneficiary
These Terms of Service 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 of Service 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 of Service.
If you have any questions about these Terms of Service, please contact Oyraa.