- Article1 – Definitions
In this Agreement the following capitalized definitions are used regardless of whether the definition refers to the singular or plural term .
1.1 “ACCOUNT” OR “OYRAA ACCOUNT” : means Your account for the use of OYRAA software and for the payment and use of the service of OYRAA.
1.2 Adjusted Exchange Rate: means a rate for foreign currency conversion that is calculated by adding a mark-up to the Base Exchange Rate. This mark-up represents a charge imposed by OYRAA for its holding costs and foreign currency risks.
1.3 Agreement: means this terms of service between OYRAA and YOU for the use of the OYRAA SERVICES and/or any agreement between OYRAA and YOU in accordance with this terms of service.
1.4 Base Exchange Rate: means a system-wide rate used by OYRAA for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up by OYRAA. OYRAA establishes the Base Exchange Rate using data from one or more third parties.
1.5 Client: means the end user of the OYRAA SERVICESwho requests and/or use the interpretation services provided by INTERPRETERS.
1.6 Collective Content: means all content (in the form of text, graphics, images, music, software (excluding the Application), audio, video, information or other materials) that OYRAA makes available through the Site, Application, or Services, including any content licensed from a third party.
1.7 Credit Amount: means a unit in U.S. dollar, and means the financial resource a CLIENTpurchases on OYRAA PLATFORM in advance, in order to place immediate or scheduled calls to INTERPRETERS. CREDIT AMOUNT is redeemed from the CLIENT’s balance after either immediate or scheduled INTERPRETER ON-SITE FEE, which is calculated by multiplying the LISTING RATE of the Interpreter times the number of minutes of on-call interpretation service of OYRAA.
1.8 Display Currency: means the currency in which USERSview LISTING RATES on the OYRAA PLATFORM, and is in U.S. dollar. USER cannot choose and change the Display Currency in order to view the LISTING RATES in a number of different supported currencies.
1.9 Interpreter: means professional interpreters and multilinguals or bilinguals who offer their interpretation services to the CLIENTS.
1.10 Interpreter On-site Fee: means the pre-agreed (between the Client and the Interpreter) amount of the fee of on-site interpretation services of OYRAA.
1.11 Listing Rates: means the amounts that are due per minute and payable by a CLIENTin exchange for the on-call interpretation services provided by INTEPRETERS.
1.12 Operation Costs: means the fee that OYRAA charges an Interpreter for the use of the OYRAA SERVICES, which is calculated as a percentage (as is decided by OYRAA) of the applicable LISTINGRATES and/or Interpreter On-site Fee. The Operation Costs will be displayed to the Interpreter after an Interpreter ends an on-call interpretation service and/or when the INTERPRETER is asked whether to confirm or reject a scheduling request from a prospective CLIENT.
1.13 OYRAA: means the entity Oyraa Co., Ltd., 1-4-4, Kojimachi, Chiyoda-ku, Tokyo, JAPAN.
1.14 OYRAA Services: means all services and programs provided by OYRAA.
1.15 OYRAA ACCOUNTMY PAGE: means a page created for YOUR use of the Platform based upon the personal information YOU provide to OYRAA or that OYRAA obtains via an SNS.
1.16 Password: means a code YOU select, which, in combination with the User ID, gives YOU access to Your ACCOUNT.
1.17 Platform: means a platform provided by OYRAA, which YOU can access for the use of OYRAA SERVICES
1.18 Third Party: means a party which/who works together with OYRAA and/or the Users for OYRAA SERVICES.
1.19 Total Credit Fee: means collectively the sum of Credit Amount, Transaction Fee and Taxes.
1.20 Total On-site Fee: means collectively the Interpreter On-site Fee, Transaction Fee and Taxes. Total On-site Fee will be displayed to the Client when the Client is asked whether to send a scheduling request to an Interpreter.
1.21 User: means both CLIENTS and INTEPRETERS.
1.22 User ID: means an identification code YOU selected, which in combination with the Password, gives access to Your ACCOUNT.
1.23 “You”: means the end user of any of OYRAA SERVICES, also used in the form “Your,” “YOUR” or “You,” where applicable. YOUmean all USERS, that includes CLIENTS and INTERPRETERS.
- Article2 – General Provisions
2.1 No warranties: OYRAA endeavoursto provide the OYRAA SERVICES with minimum disruptions. However, OYRAA cannot guarantee that any of OYRAA SERVICES will always function without disruptions, delay or other imperfections. Since the OYRAA SERVICES will be transmitted through public Internet lines and the Public Switched Telephone Network (PSTN), YOU understand that there may be power outages or Internet service disruption and YOU may experience some disruptions in the OYRAA SERVICES, e.g. packet loss and delay. Additionally, YOU also understand that calls to or from the PSTN are not encrypted and as such, could be potentially subject to interception by law enforcement officials or other such monitoring by other legally authorized third parties. OYRAA will not be liable for any disruption, delays, monitoring, eavesdropping or other omissions in the OYRAA SERVICE
2.2 Suspension and interruption: OYRAA is entitled, without any liability to YOU, to refuse, restrict, limit, suspend and/or interfere or interrupt Your ACCOUNT and/or OYRAA SERVICES or any part thereof, without any notice to YOU (i) in case of repair, improvement, and/or upgrade of the OYRAA SERVICES (ii) in case of termination this Agreement as set out in Article 10, (iii) if any data that is required for providing the OYRAA SERVICES is not timely available to OYRAA and/or (iv) if YOU fail to fulfil Your obligations under this AGREEMENTin any other way.
2.3 If OYRAA exercises OYRAA’s discretion under this AGREEMENTto do so, any or all of the following can occur with or without prior notice or explanation to You: (a) Your 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 ACCOUNT, Your User’s content, or receive assistance from the customer services of OYRAA, (b) any pending or accepted future scheduling as either INTERPRETER or CLIENT will be immediately terminated, (c) OYRAA may communicate to CLIENTS or INTERPRETERS that a potential or confirmed scheduling has been cancelled, (d) OYRAA may, at its sole discretion, refund CLIENTS in full for any and all confirmed scheduling, irrespective of pre-existing cancellation policies, (e) OYRAA may contact CLIENTS to inform them about potential alternate interpretation 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 the ACCOUNT.
2.4 No control:YOU acknowledge and understand that OYRAA does not control, or have any knowledge of, the content of any communication(s) received by the use of OYRAA SERVICES. The content of the communication is entirely the responsibility of the person from whom such content originated. YOU, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. OYRAA will not be liable for any type of communication received by means of OYRAA SERVICES.
2.5 USERSare required by this Agreement to provide accurate information, and although OYRAA will make an effort to undertake additional checks and processes designed to help verify or check the identities or backgrounds of USERS, OYRAA does not make any representations about, confirm, or endorse any USER’s purported identity or background. Any references in the Platform to a User being "verified" or "connected" (or similar language) only indicate that the User has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by OYRAA about any User, including of the User's identity and whether the User is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for YOU to evaluate when YOU make YOUR own decisions about the identity and suitability of others whom YOU contact or interact with via the Platform. OYRAA therefore recommends that YOU always exercise due diligence and care when deciding whether to work with a User or to accept a request from a User, or to have any other interaction with any other Users. By using the OYRAA SERVICES, YOU agree that any legal remedy or liability that YOU seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User or other third parties who caused YOU harm. YOU agree not to attempt to impose liability on or seek any legal remedy from OYRAA with respect to such actions or omissions. Accordingly, OYRAA encourages to communicate directly with other Users on the Platform regarding any scheduling or listings made by YOU. This limitation shall not apply to any claim by an Interpreter against OYRAA regarding the remittance of payments received from a Client by OYRAA on behalf of the Interpreter, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability" (Article8).
2.6 Report and deletion of content: If YOU think a photo or video on an OYRAA Platform should be removed because it violates YOUR rights according to a privacy law in YOUR country, YOU may submit the written report to OYRAA. If you submit the written report to OYRAA, OYRAA will review YOUR report and take the appropriate action.
2.7 No transfer of (property) rights: YOU shall only obtain a non-exclusive and non-transferable right for the use of the ACCOUNT.
- Article 3 – Your Cooperation
3.1 Use of the Service: YOU agree to use the OYRAA SERVICES in accordance with this Agreement and the relevant legislation. Further, YOU guarantee that YOU will comply with any reasonable instructions given by OYRAA with regard to the use of the ACCOUNT and that YOU will comply with the requirements of the relevant legislation and regulations also of third party contents.
3.2 No resell: YOU agree not to resell the ACCOUNT to any third party.
3.3 Lawful purposes: YOU acknowledge and agree to use the ACCOUNT and OYRAA SERVICES solely for lawful purposes. In this respect YOU may not, without limitation, use Your ACCOUNT or OYRAA SERVICES in any fraudulent way or get involved in any unwanted profane, offensive, obscene or sexual exchanges or to attempt to harm a young person in any way.
OYRAA has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. OYRAA may access, preserve and disclose any of YOUR information if OYRAA is required to do so by law, or if OYRAA believes in good faith that it is reasonably necessary to (i) respond to claims asserted against OYRAA or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer the agreements with Users, such as this Agreement, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of OYRAA, its Users, or members of the public. YOU acknowledge that OYRAA has no obligation to monitor YOUR access to or use of the Platform, the OYRAA SERVICES or Collective Content or to review or edit any OYRAA member’s Content, but has the right to do so for the purpose of operating and improving the Platform and the OYRAA SERVICES (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure YOUR compliance with this Agreement, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to Content that it determines is otherwise objectionable or as set forth in this Agreement. OYRAA reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that OYRAA, at its sole discretion, considers to be objectionable for any reason, in violation of this Agreement or otherwise harmful to the Platform or the OYRAA SERVICES.
3.5 Indemnification: YOU agree to indemnify and hold OYRAA harmless against any and all third-party claims, actions, proceedings and costs, including but not limited to reasonable attorney’s fees, incurred by OYRAA arising out of or relating to any inaccurate or incomplete information provided by YOU hereunder, Your violation of the instructions given by OYRAA, Your violation of the Agreement, applicable law or rights of any third parties and/or the misuse of the Account or Service.
- Article 4 – User ID, Password and Account
4.1 User ID, Password and Account: In order to make use of the OYRAA Services, YOU need to download the OYRAA Software and register for an Account with Your chosen User ID and Password. YOU are solely responsible for maintaining the confidentiality of Your User ID and Password, and responsible and liable for all activities conducted through Your User ID, Password and Account, even if this occurs without Your permission.
4.2 Notification and Indemnification: YOU agree to immediately notify OYRAA in writing of any unauthorised or fraudulent use of Your User ID, Password or Account in connection with the use of Service, and agree to indemnify OYRAA against any and all third party claims and all related liabilities arising out of, or relating to, such unauthorized or fraudulent use. OYRAA will not be liable for any damages resulting from the unauthorised and/or fraudulent use of Your User ID, Password or Account.
4.3 Change of User ID and Password: OYRAA reserves the right to have Your User ID or Password changed if this is in the interest of the functioning of Service or to prevent fraudulent use of OYRAA Services.
4.4 Registration, Third-Party relation and notifications: In order to access certain features of the Platform, and to request an Interpretation Service or create a listing, YOU must register to create an OYRAA Account and become a User. YOU may register to join OYRAA Services directly via the Platform or as described in this section. YOU can also register to join by logging into Your account with certain third-party social networking sites ("SNS") (including, but not limited to, Facebook, Linked-in; each such account, a "Third-Party Account"), via the OYRAAPlatform, as described below. As part of the functionality of the OYRAA SERVICES, YOU may link YOUR OYRAA Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to OYRAA through the Platform; or (ii) allowing OYRAA to access your Third-Party Account, as permitted under the applicable terms and conditions that govern Your use of each Third-Party Account. YOU represent that YOU are entitled to disclose YOUR Third-Party Account login information to OYRAA and/or grant OYRAA to access to YOUR Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by YOU of any of the terms and conditions that govern YOUR use of the applicable Third-Party Account and without obligating OYRAA to pay any fees or making OYRAA subject to any usage limitations imposed by the service provider of such Third-Party Account. By granting OYRAA’s access to any Third-Party Accounts, YOU understand that OYRAA will access, make available and store (if applicable) any Content that YOU have provided to and stored in YOUR Third-Party Account ("SNS Content") so that it is available on and through the Platform via YOUR OYRAA Account and OYRAA Account MY PAGE. Unless otherwise specified in this Agreement, all SNS Content, if any, will be considered to be User Content for all purposes of this Agreement. Depending on the Third-Party Account YOU choose and subject to the privacy settings that YOU have set in such Third-Party Account, personally identifiable information that YOU post to YOUR Third-Party Account will be available on and through YOUR OYRAA Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or OYRAA 's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Platform. YOU have the ability to disable the connection between YOUR OYRAA Account and YOUR Third-Party Account, at any time, by accessing the "Settings" section of the Platform. Please note that YOUR relationship with the Third-Party service providers associated with YOUR Third-Party Account is governed solely by YOUR agreement(s) with YOUR Third-Party service providers. OYRAA makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and OYRAA is not responsible for any SNS Content. YOUR OYRAA Account and YOUR OYRAA Account My Page will be created for YOUR use of the Platform based upon the personal information YOU provide to OYRAA or that OYRAA obtains via an SNS as described above. YOU may not have more than one (1) active OYRAA Account. YOU agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. OYRAA reserves the right to suspend or terminate YOUR OYRAA Account and YOUR access to the OYRAA SERVICES if YOU create more than one (1) OYRAA Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. YOU are responsible for safeguarding YOUR Password. YOU agree that YOU will not disclose YOUR password to any third party and that YOU will take sole responsibility for any activities or actions under YOUR OYRAA Account, whether or not YOU have authorized such activities or actions. YOU will immediately notify OYRAA of any unauthorized use of YOUR OYRAA Account.
- Article 5 – Payment and Refund Policy
5.1 Service Offerings On-call Scheduling: If YOU are an Interpreter, registered for On-Call Interpretation Service and keep YOUR status Online on OYRAA Platform, YOU may receive a call by a Client on YOUR mobile phone through OYRAA Platform. YOU will be required to pick up and help the Client, otherwise the Client will end the call, and YOU will not be able to call the Client back.
5.2 Service Offerings On-call or On-site Scheduling:When an On-call Interpretation Service or On-site Interpretation Service scheduling request is made via the Platform, OYRAA will share with YOU (i) the OYRAA Username of the Client who made the scheduling request, (ii) a link to the Client’s OYRAA Account My Page, and (iii) an indication of whether or not the Client has provided other information to OYRAA, such as a verified email address. When YOU confirm a scheduling request made by a Client, OYRAA will send YOU an email, message via the Platform confirming such scheduling. OYRAA will collect the Total On-site Fee after or at the time of the confirmation of the scheduling request.
5.3 Financial Terms for Interpreters: OYRAA will collect the Total Credit Fee at the time of credit purchase. After completion of each interpretation work (whether On-call Interpretation Service or On-site Interpretation Service) OYRAA will add the earnings to the Interpreter’s OYRAA Account, after deduction of Operation Cost. INTEPRETERS are free to cash out whenever they prefer. Unless they cash out, their earnings will be kept in their OYRAA Account without a time limitation. The time it takes for the Interpreter to receive payout may depend upon the payout method chosen by the INTERPRETER. Some methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services on the Interpreter, including by deducting their charges from the payout amount. If YOU owe or agree to pay any amount to OYRAA (whether as a result of your use OYRAA SERVICES, actions as a Client, or otherwise), then OYRAA may (but is not obliged to) withhold the amount owing to OYRAA from any payout amounts due to YOU as an Interpreter, and use the withheld amount to set-off the amount owed by YOU to OYRAA. If OYRAA does so, then YOUR obligation to pay OYRAA will be extinguished to the extent of the amount withheld by OYRAA, and OYRAA will cease to owe to YOU any obligations (including, but not limited to, any obligation to pay YOU) with respect to the amount withheld. In addition to the amount due, if YOUR Account is delinquent or YOUotherwise have chargebacks on your Account, YOU may be charged fees that are incidental to OYRAA’s collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees, or other third party charges. YOU hereby explicitly agree that all communication in relation to delinquent Accounts will be made by electronic mail or by phone, as provided to OYRAA by YOU. Such communication may be made by OYRAA or by anyone on its behalf, including but not limited to a third party collection agent.
5.4 Appointment of OYRAA as Limited Payment Collection Agent for Interpreter: Each Interpreter hereby appoints OYRAA as the Interpreter's limited payment collection agent solely for the purpose of accepting the Listing Rates from the Client. Each Interpreter agrees that payment made by a Client through OYRAA, shall be considered the same as a payment made directly to the Interpreter, and the Interpreter will make the Interpretation Services available to the Client in the agreed-upon manner as if the Interpreter has received the Listing Rates. Each Interpreter agrees that OYRAA may, in accordance with the cancellation policy selected by the Interpreter and reflected in the relevant Listing, (i) permit the Client to cancel the scheduling and (ii) refund via OYRAA to the Client that portion of the Listing Rates specified in the applicable cancellation policy. Each Interpreter understands that, as OYRAA accepts payments from Client as the Interpreter's limited payment collection agent and that, OYRAA’s obligation to pay the Interpreter is subject to and conditional upon successful receipt of the associated payments from Client. OYRAA does not guarantee payments to INTEPRETERS for amounts that have not been successfully received by OYRAA from Client. In accepting appointment as the limited authorized agent of the INTEPRETERS, OYRAA assumes no liability for any acts or omissions of the Interpreter. Please note that OYRAA does not currently charge fees for the creation of Listings. However, YOU as an Interpreter acknowledge and agree that OYRAA reserves the right, in its sole discretion, to charge YOU for and collect fees from YOU for the creation of Listings. Please note that OYRAA will provide notice of any Listing fee collection via the Platform, prior to implementing such a Listing fee feature.
5.6 Cancellations and Refunds: If, as a Client, You cancel Your On-site Interpretation Service scheduling request before the requested scheduling is confirmed by an Interpreter, OYRAA will cancel any pre-authorization to Your credit card and/or refund any nominal amounts charged to Your credit card in connection with the requested scheduling within a commercially reasonable time. If, as a Client, you wish to cancel a confirmed scheduling made via the Platform, either prior to or after meeting face to face, the cancellation policy of the Interpreter contained in the applicable Listing will apply to such cancellation. OYRAA’s ability to refund the Listing Rates and other amounts charged to You will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Platform. The Transaction Fee is non-refundable regardless of the cancellation policy selected by the Interpreter. If an Interpreter cancels a confirmed scheduling made via the Platform, OYRAA will refund the Total On-site Fees for such scheduling to the applicable Client within a commercially reasonable time of the cancellation. If an Interpreter cancelled a confirmed scheduling and You, as a Client, have not received an email or other communication from OYRAA, please contact OYRAA. If, as an Interpreter, You cancel a confirmed scheduling, You agree that OYRAA may apply penalties or consequences to You or Your Listing, including (i) publishing an automated review on Your Listing indicating that a reservation was cancelled, (ii) keeping the calendar for Your Listing unavailable or blocked for the dates of the cancelled scheduling, or (iii) imposing a cancellation fee (to be withheld from Your future payouts or charged to the credit card on file in Your OYRAA Account).
You as a Client, will be notified of the situations in which a cancellation fee applies before You decide to cancel. In certain circumstances, OYRAA may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed scheduling made via the Platform. This may be for reasons of User or User’s family’s death or serious illness, force majeure events or any other similar reasons. OYRAA may also determine, in its sole discretion, to refund to the Client part or all of the amounts charged to the Client in accordance with OYRAA’s client refund policy.
You agree that OYRAA and the relevant User or Interpreter will not have any liability for such cancellations or refunds. If, as an Interpreter, Your Client cancels a confirmed scheduling or OYRAA decides that it is necessary to cancel a confirmed scheduling, and OYRAA issues a refund to the Client in accordance with the Client Refund Policy or other applicable cancellation policies, You, as an INTERPRETER, shall agree that in the event You have already been paid, OYRAA shall be entitled to recover the amount of any such Client refund from You, including by subtracting such refund amount out from any future Listing Rates due to You.
5.7 Rounding Off: OYRAA may, in its sole discretion, round up or round down amounts that are payable from or to Users or INTEPRETERS to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, OYRAA will round up an amount of U.S. dollar one hundred one and fifty cents (USD101.50.-) to U.S. dollar one hundred two (USD 102.00.-) and U.S. dollar one hundred one and forty-nine cents (USD101.49.-) to U.S. dollar one hundred one (USD 101.00.-).Some currencies are denominated in large numbers. In those cases, OYRAA may determine the functional base unit in which those currencies are denominated to be ten thousand one hundred (10, 100) or one thousand (1,000) of the currency; the corresponding examples for such currencies would be for OYRAA to round up an amount of one thousand forty-five (1,045) up to one thousand fifty (1,050) and one thousand forty-four (1,044) down to one thousand forty (1,040), or thirty-five thousand four hundred fifty (35,450) up to thirty-five thousand five hundred (35,500) and thirty-five thousand four hundred forty-nine (35,449) down to thirty-five thousand four hundred (35,400), or eight hundred thirty-seven thousand five hundred (837,500) up to eight hundred thirty-eight thousand (838,000) and eight hundred thirty-seven thousand four hundred ninety-nine (837,499) down to eight hundred thirty-seven thousand (837,000).
5.8 Payment Processing Errors: OYRAA will take steps to rectify any payment processing errors that OYRAA becomes aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by YOU, so that YOU end up receiving or paying the correct amount.
5.9 Taxes: YOU understand that OYRAA acts solely as an intermediary for the collection of fees between a Client and an Interpreter who choose to enter into an agreement for Interpretation Services. Because country and local tax laws vary significantly by locality, Interpreter and Client understand and agree that they are solely responsible for determining their own tax reporting requirements in consultation with tax advisers, and that OYRAA cannot and do not offer tax advice to either INTEPRETERS or CLIENTS.
5.10 Overworking without the Interpreter's Consent: CLIENTS agree that a confirmed scheduling is merely a license granted by the Interpreter to the Client to work the Listing for the limited time of the confirmed scheduling and in accordance with the Client's agreement with the Interpreter. CLIENTS further agree to end work no later than the time that the INTERPRETERspecifies in the Listing or such other time as mutually agreed upon between the Interpreter and Client. If a Client wants the Interpreter to work past the agreed upon time without the Interpreter's consent, they no longer have a license to work with in the Listing and the Interpreter is entitled to end the Interpretation Services. In addition, CLIENTS agree that the Interpreter can charge the Client, for each hour period that the Interpreter works over the agreed period without the Interpreter's consent, an additional overtime fee that is decided by the Interpreter, and paid by the Client to cover the inconvenience suffered by the Interpreter, plus all applicable Client Fee, Taxes, and any legal expenses incurred by the Interpreter to make Interpretation Services end (collectively, "Additional Sums"). CLIENTS agree that OYRAA, in its role as limited collection agent for the INTERPRETER, shall charge the Client's credit card or other payment methods it has on file to collect these Additional Sums. In addition, OYRAA may recover any costs and expenses it incurs in collecting the Additional Sums by charging the Client’s credit card or other payment method on file.
5.11 Foreign Currency: OYRAA's online Platform facilitates scheduling between CLIENTS and INTEPRETERS who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the OYRAA Platform allows Users to view the Listings Rates in U.S. dollar, the currencies available for Users to make and receive payments may be limited, and may not include the default currency in any given geographic location. Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs one hundred twenty-five U.S. dollars (USD 125.00.-) to buy one hundred euros (EUR 100.00.-), the currency conversion rate of U.S. dollars to euros would be one point two five (1.25), and the currency conversion rate from euros to U.S. dollars would be zero point eight (0.8). Currency conversion rates will vary from time to time.
5.12 FOREIGNCURRENCY CONVERSIONS ON THE OYRAA PLATFORM: Please note that YOUR payment company (for example, YOUR credit card issuer or bank) will use a currency conversion rate for and may impose a currency conversion fee on YOUR payment or payout, if YOUR card or bank account is denominated in a currency that is different from the Client Currency or the Payout Currency respectively. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on YOUR payment or payout. All of these currency conversion rates and fees are not controlled by or known to OYRAA.
- Article 6 – Tariffs, Term for Service and Cancellation Policies
6.1 Tariffs: OYRAA charges five (5) to twenty (20) % of the deal, depending on the volume. The actual scale is available on the Platform.
6.2 Term for the Service: YOU can only make use of the OYRAA SERVICEduring the prepaid subscription period, and are responsible of extending such period should YOU wish to continue using the Service thereafter. Each extension is regarded as a new Agreement.
6.3 Cancellation Policies: There are three different cancellation policies for the On-sight Interpretation Services. The Client and Interpreter have to agree upon the cancellation policy they want to be effective.
6.3.1 Relaxed: Full refund one day prior to the On-siteInterpretation appointment. Transaction fees and OYRAA Service fees are non-refundable.
6.3.2 Regular: Full refund five days prior to the On-site Interpretation appointment. Transaction fees and OYRAA Service fees are non-refundable.
6.3.3 Strict: Fifty (50) % refund up until seven days prior to the On-site Interpretation appointment. Transaction fees and OYRAA Service fees are non-refundable.
6.3.4 Settlement: If there is a complaint from either party, notice must be given to OYRAA within 24 hours of scheduling. OYRAA will mediate when necessary, and has the final say in all disputes. A reservation is officially cancelled when the CLIENT clicks the cancellation button on the cancellation confirmation page, which they can find in Dashboard > Your Interpretation Appointments > Change or Cancel. Cancellation policies may be superseded by the OYRAA refund policies, extenuating circumstances, or cancellations by OYRAA for any other reason permitted under the Agreement. Please review these exceptions. At the time of payment, applicable taxes will be retained and remitted.
- Article 7 – Privacy, Personal Data and Traffic Data
- Article 8 – Limitation of Liability
8.1 Limitation: In the event of OYRAA being in breach of any of its obligations towards YOU under this Agreement, OYRAA will accept liability to pay damages only to the extent as laid down in Article 8.
8.2 Disclaimers: If YOU choose to use the Platform, the OYRAA SERVICES or Collective Content or to participate in the invitation program, YOU do so at your sole risk. YOUacknowledge 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 INTEPRETERS, but may conduct such background or registered sex offender checks in its sole discretion. The Platform, the OYRAA SERVICES, Collective Content and invitation programs 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 Interpretation 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, and 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 INTEPRETERS 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 INTEPRETERS, 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 INTEPRETERS for the purpose of accepting payments from CLIENTS on behalf of the INTEPRETERS, OYRAA explicitly disclaims all liability for any act or omission of any User or other Third-Party.
8.3 Maximum Amount: 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 interpretation services via the Platform and the OYRAA SERVICES, YOUR participation in the Invitation Program, and any contact YOU have with other Users of OYRAA SERVICES 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 this Agreement, from the use or inability to use the Platform, the OYRAA SERVICES or Collective Content, from any communications, interactions or meetings with other Users of the Platform, 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 interpretation 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 OYRAA’s obligations to pay amounts to applicable interpretation services pursuant to this Agreement, in no event will OYRAA’s aggregate liability arising out of or in connection with this Agreement and YOUR use of the Platform and the OYRAA SERVICES including, but not limited to, from YOUR listing or scheduling of any interpretation 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 interpretation 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 the 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 the liability, or one hundred U.S. dollars (USD 100.-), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamentalelements 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.
8.4 Notwithstanding any other provision of this Agreement, OYRAA shall in no event be liable for an amount exceeding two hundred U.S. Dollars (USD 200.-) even if OYRAA bears any liability for damages in relation to OYRAA SERVICE.
8.5 No incidental OR consequential damages: To the maximum extent permitted by applicable law, OYRAA shall not be liable for any special, incidental or consequential damages whatsoever (including but not limited to, damages for loss of profits or confidential or other information, for business interruption, or for loss of privacy arising out of or in any way related to the use of or inability to use Account or Service), even if OYRAA has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
8.6 Wilful intent or gross negligence: The above limitation of liability in Article 8 shall cease to apply if and insofar as the loss is due to OYRAA’s willful intent or gross negligence.
8.7 Jurisdiction’s Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to YOU. In that event the liability will be limited as far as legally possible under the applicable legislation.
- Article 9 – Force majeure
9.1 Force majeure: YOU acknowledge and understand that the Service does not function and OYRAA will not be in breach of any of its obligations towards YOU under this Agreement in the event of a force majeure event. A force majeure event means any event beyond the control of OYRAA including, but not limited to, an act of Nature, insurrection or civil disorder, war or military operations, national or local emergency, a serious and sustained power outage or severe Internet service disruption, flood, subsidence, or weather conditions of exceptional severity.
9.2 Consequences of force majeure: In the event OYRAA is affected by a force majeure event, it shall promptly notify YOU of the estimated extent and duration of its inability to perform or delay in performing its obligations, on a best efforts basis. OYRAA will not accept any liability for the consequences arising out of a force majeure event.
- Article 10 – Term and Termination
10.1 Term: The Agreement will be effective as of the date of Your acceptance thereof by clicking on the accept button or similar buttons or links as may be designated by OYRAA, or the date of Your first use of the Service, whichever occurs earlier, and will remain effective until the end of the term for the Service as defined in Article 6.2, unless terminated earlier by either party as set forth hereunder.
10.2 Termination by You: YOU may terminate the Agreement at any time, under the conditions provided herein.
10.3 Termination by OYRAA:Without limiting other remedies, and without being liable for the consequences thereof, OYRAA or its affiliates may terminate the Service with immediate effect, automatically and without recourse to the courts, and may limit, suspend, or terminate Your use of the Service: if a local regulatory authority or court with lawful mandate requires OYRAA to terminate the provision of the Service, if OYRAA is unable to continue the Service due to a change in regulations with regard to the Service, if any agreement between OYRAA and other service providers upon which the continued provision of the Service that is reliant is terminated, or if OYRAA thinks that YOU are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of OYRAA’s policies, infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons, with immediate effect and without recourse to the courts. OYRAA shall effect such termination by preventing Your access to Your User Account, the Service and OYRAA Software. If YOU provided a valid email address, OYRAA may provide notice to YOU by email.
10.4 Consequences of Termination: Upon termination of the Agreement for any reason all licenses and rights to use the Service shall terminate and YOU will cease any and all use thereof.
10.5 Survival: All provisions, which must survive in order to give effect to their meaning, shall survive any expiration or termination of the Agreement, including without limitation, all of Your representations, warranties and indemnification obligations.
- Article 11 – Miscellaneous
11.1 New versions of the Agreement: OYRAA reserves the right, at its sole discretion, to modify, change, add, suspend, cancel, or remove the OYRAA SERVICES or to modify, change, add, suspend, cancel, or remove this Agreement and/or any other terms and conditions of any of OYRAA SERVICES, including the Service Fee, at any time and without prior notice. If OYRAA modifies this Agreement, OYRAA will either post the modification on the Platform or otherwise provide YOU with notice of the modification. OYRAA will also update the "Last Updated Date" at the top of this Agreement. By continuing to access or use the OYRAA SERVICES after OYRAA has posted a modification on the Platform or has provided YOU with notice of a modification, YOU are indicating that YOU agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to YOU, Your only recourse is to cease using the OYRAA SERVICES.
11.2 Entire Agreement: The terms and conditions of this Agreement constitute the entire agreement between YOU and OYRAA with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either YOU or OYRAA arising from fraud or fraudulent misrepresentation.
11.3 Adjustment of the Service: OYRAA reserves the right to adjust the Service at any time, for example to conform to legal and regulatory obligations. If YOU do not wish to accept the adjusted Service, YOU are entitled to terminate Your Account with effect from the date on which the adjusted Service will be provided.
11.4 Partial Invalidity: Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remaining parts of this Agreement and the terms and provisions thereof shall nonetheless remain in full force and effect.
11.5 No Waiver: OYRAA does not guarantee that OYRAA will take action against all breaches of this Agreement. The failure of OYRAA at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by OYRAA.
11.6 No Assignment by You: YOU are not allowed to assign this Agreement or any rights hereunder.
11.7 Assignment by OYRAA: OYRAA is allowed to, at its sole discretion, assign this Agreement or any rights hereunder to any affiliate, without giving prior notice.
11.8 Court of Jurisdiction: The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship between YOU and OYRAA shall be TOKYO DISTRICT COURT in JAPAN.
11.9 Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of JAPAN without giving effect to the conflict of laws provisions of JAPAN or Your actual state or country of residence.
11.10 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
You expressly acknowledge that you have read this agreement and understand the rights, obligations, terms and conditions set forth herein. By clicking on the accept button and/or continuing to use the service, you expressly consent to be bound by its terms and conditions and grant to OYRAA the rights set forth herein.