Terms and Conditions
Effective Date: July 15, 2015
Evernote Corporation, directly and through its affiliated companies (collectively, “Evernote”), offers a service that allows users to write, collect, discuss and present information, using whatever device or platform they find most convenient (the "Evernote service").
In our effort to expand the languages in which our users may interact with the Evernote service, Evernote has created the "Evernote Translation Program," an organized program providing volunteer translators the opportunity to translate certain English language phrases into a language in which the translator is fluent (the "Translation Program"). Our collection of these translated phrases will enable us to offer native language interfaces for the Evernote service. By enrolling as a Translator using the online signup form, you will directly contribute to the increased usability of the Evernote service.
If you are reading these Terms and Conditions, we expect that you would like to join us in expanding the reach of the Evernote service, which we greatly appreciate. Before you begin, we need you to review these Terms and Conditions of the Translator Program to ensure that you and we understand our respective roles and obligations. You need not agree to these Terms and Conditions; however, you cannot participate in the Translator Program unless you do, so please read these provisions carefully before indicating your agreement. If you do proceed to participate in our Translator Program, you shall be deemed to have accepted these Terms and Conditions and indicated your desire to be a party to a legally binding contract with Evernote Corporation. In these Terms and Conditions we refer to Evernote as "Evernote" or "we," "us" or "our," and we refer to the individual who would participant in our Translator Program as "Translator," "you" or "your."
You may wish to save a copy of these Terms and Conditions for your records. In any event, be sure to regularly check back to review the Terms and Conditions located at this part of our web site for any updates or other changes, which shall be legally binding upon you when we post them, whether or not we provide you any other notice of such changes. You may find the then-applicable Terms and Conditions posted at https://translate.evernote.com/pages/tos/, and we will indicate the effective date of each update at the top of these provisions. Your continued participation in the Translator Program after any update has been posted will be deemed to represent your consent to be bound by, and agreement with, the new Terms and Conditions. Whenever these provisions refer to "this" or "these" Terms and Conditions, it shall be understood that such expression refers to the then current and effective Terms and Conditions posted at the Evernote web site.
Translators are Volunteers
By participating in the Translator Program you are volunteering your time and efforts to the promotion of the Evernote service and, we hope, expanding the enjoyment and value of the Evernote service to those for whom language might otherwise be a barrier. We hope that the benefits others obtain due to your contributions will be appreciated by you as well as by them, and thank you for your efforts. We must make clear that, whether or not Evernote utilizes your work in the Translator Program, Evernote is under no obligation to pay you any sum of money or otherwise provide you with any compensation. Evernote also retains complete discretion to select any or none of the translations and other contributions you may provide in the Translator Program, or otherwise.
Evernote may provide to you and other participants in the Translator Program various phrases in the English language requesting translation into other languages. You may elect to participate by translating one or more of such phrases into a language in which you are fluent. Whenever you do so, you agree to abide by the Translator's Guidelines available at http://translate.evernote.com/guidelines/ or at such other location(s) as Evernote may specify from time to time. You hereby agree that you will use your best good faith efforts to provide accurate translations of such phrases in the designated language(s) and you agree not to abuse the Translator Program by providing automated or inappropriate or inaccurate translations. You shall be solely responsible for the content of each translation you submit to Evernote and, without limiting the scope of that responsibility, you represent and warrant that all translations and other submissions and contributions you may provide to Evernote, and other information you may post or otherwise publish in connection with the Translator Program (collectively, the "Translation Services") will: (i) be substantively correct and semantically consistent with the English phrase, at the time of submission or other posting; (ii) not violate any law or regulation; (iii) not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any party; (iii) not breach any duty toward, or rights of publicity or privacy of, any party; (iv) not constitute any fraud, tort, breach of contract or any legally binding order or commitment or cause any injury, damage or harm of any kind to any person or entity; (v) not be false or misleading; and (vi) not be defamatory, libelous, slanderous or threatening. You further represent and warrant that you have sufficient authority to enter into these Terms and Conditions.
In support of your representations and warranties set forth in the immediately preceding paragraph and as further inducement to Evernote to use your Translation Services, you agree to indemnify, defend and hold Evernote and its licensors, licensees, directors, officers, employees, stockholders, consultants, contractors, agents and attorneys, and their respective successors and assigns, and all users of the Evernote service, harmless from and against any and all liability, loss, damages, claims or causes of action, including internal and external legal fees and expenses, arising out of any breach or misrepresentation in those representations and warranties and/or the Translation Services, and/or any breach by you of these Terms and Conditions.
Evernote is empowered to operate the Translator Program in any manner and for so long as it determines appropriate, for the benefit of the Evernote service and Evernote. As a condition to your participation in the Translator Program you also acknowledge and agree that Evernote may, in its sole discretion, accept or reject, and modify, supplement or remove, in whole or in part, any Translation Services you may provide.
From time to time, during your participation in the Translation Program and as part of the Translation Services, you may be offered the opportunity to perform additional services, such as software localization quality assurance for some of our beta software products. In connection with such services, you may be asked to enter into a separate agreement with us (usually by clicking “accept” or “agree”). We refer to each of these as a “Separate Agreement.” If you enter into a Separate Agreement with us, it will be considered a supplement to these Terms and Conditions, except that if there is a conflict between the Separate Agreement terms and these Terms and Conditions, the Separate Agreement shall govern to the extent of such conflict and with respect to the particular subject matter of that Separate Agreement.
Evernote may from time to time provide you access to certain confidential and/or proprietary information concerning Evernote, the Evernote service, new software products and service components and Evernote’s potential business plans (collectively, the “Confidential Information”).
You hereby acknowledge and agree (i) to not disclose the Confidential Information to anyone and only use such Confidential Information for the limited purpose of participating in the Translation Program or performing your functions under the Separate Agreement and (ii) that all Confidential Information is and shall remain the exclusive property of Evernote.
Assignment of Rights
You hereby acknowledge and agree that Evernote will not accept any Translation Services from you without your agreement to convey any and all rights you may have in your work product to Evernote. Accordingly, by participating in the Translator Program you hereby automatically and without the requirement for any other action, writing or conveyance, assign all of your right title and interest in and to all Translation Services to Evernote, including, without limitation, all copyrights and copyright applications, and hereby waive all so-called "moral rights" therein. If any such moral rights cannot be so assigned or waived under the applicable laws of the countries in which such rights exist, you hereby waive any violation by Evernote of such moral rights and consent to any action of Evernote that would violate such rights in the absence of such consent. You further agree to cooperate fully with Evernote, both during and after the participation in the Translator Program, with respect to the procurement, maintenance and enforcement of copyrights and other intellectual property rights (both in the United States and foreign countries) relating to your Translation Services, including by the signing of all papers, copyright applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which Evernote reasonably requests or deems necessary or desirable in order to protect its rights and interests in any Translation Services. If Evernote is unable, after reasonable effort, to secure any desired signature from you on any such papers, whether because of your physical or mental incapacity or for any other reason whatsoever, you hereby irrevocably designate and appoint each then serving officer of Evernote as your agent and attorney-in-fact to execute any such papers on your behalf, and to take any and all actions as Evernote may deem necessary or desirable in order to establish or protect its rights and interests in any Translation Services with the same legal force and effect as if executed by you. The appointment of Evernote's duly authorized officers as the attorney-in-fact for you for such purposes is coupled with an interest and is irrevocable.
Term and Termination
You may begin to participate in the Translator Program upon your acceptance of these Terms and Conditions and you may continue to participate until your Translator Program account is terminated, either by you or Evernote in accordance with these Terms and Conditions, or when the Translator Program itself is terminated (by posted notice on the Evernote web site or, at Evernote's discretion, by other notice to you). Each of us may, at any time and for any or no reason, terminate your Translator Program account and, notwithstanding anything contained in these Terms and Conditions to the contrary, Evernote may, in its sole discretion and for any or no reason, and at any time, terminate the Translator Program, and/or discontinue the nature of your participation in the Translator Program. If you are dissatisfied with Evernote or the Translator Program, your constructive suggestions for improvement are most welcome but, should you not obtain the change or whatever else you are seeking, your sole and exclusive remedy is to terminate your Translation Program account. You acknowledge and agree that all decisions made by Evernote with respect to the Translator Program and your ability to participate in it will be final and Evernote shall have no liability with respect to you or any other party on account of such decisions. Upon termination of the Translator Program or your Translator Program account, neither you nor Evernote will have any further obligation to the other, except that certain provisions of the Separate Agreement(s), and the following provisions of these Terms and Conditions, shall be deemed to survive such termination: (i) Evernote's rights in and to the Translation Services,(ii) your indemnification obligations and (iii) your confidentiality obligations.
Unless otherwise set forth in these Terms and Conditions, Evernote may give general notices to you relating to the Translator Program by posting them on the Evernote Translator Program web site and, in Evernote's sole discretion, by electronic mail to you.
No Warranty from Evernote
YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE TRANSLATOR PROGRAM IS AT YOUR OWN RISK AND COST. THE TRANSLATOR PROGRAM IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, FROM EVERNOTE. EVERNOTE EXPRESSLY DISCLAIMS ON ITS OWN BEHALF AND ON BEHALF OF ITS EMPLOYEES, DIRECTORS, STOCKHOLDERS, AGENTS, ATTORNEYS, CONSULTANTS AND CONTRACTORS, AND ANY AND ALL SUCCESSORS THERETO, ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (i) ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE OPERATION OF THE TRANSLATOR PROGRAM, THE AVAILABILITY, ACCURACY OR CONTENT OF THE EVERNOTE SERIVCE OR ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE TRANSLATOR PROGRAM, THE EVERNOTE SERVICE AND/OR THE EVERNOTE WEB SITES, OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF, AND (ii) THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM ONE LEGAL JURISDICTION TO ANOTHER.
Limitations Of Liability
IN NO EVENT SHALL EVERNOTE, ITS EMPLOYEES, DIRECTORS, STOCKHOLDERS, AGENTS, ATTORNEYS, CONSULTANTS AND CONTRACTORS, OR ANY AND ALL SUCCESSORS THERETO, BE LIABLE UNDER THIS AGREEMENT OR ANY INTERACTIONS UNDER A SEPARATE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS OR COST OF COVER, REGARDLESS OF WHETHER CLAIMS ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF EVERNOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, THE AGGREGATE LIABILITY OF EVERNOTE, ITS EMPLOYEES, DIRECTORS, STOCKHOLDERS, AGENTS, ATTORNEYS, CONSULTANTS AND CONTRACTORS, AND ANY AND ALL SUCCESSORS THERETO UNDER THIS AGREEMENT AND ANY SEPARATE AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $100 IN THE AGGREGATE. SOME LEGAL JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TRANSLATOR ACKNOWLEDGES THAT EVERNOTE HAS ENTERED INTO THIS AGREEMENT AND ANY SEPARATE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THE SAME IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Governing Law and Venue
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, United States of America, without giving effect to principles of conflicts of law. You acknowledge and agree that your participation in the Translator Program is made with full knowledge that Evernote Corporation is located in California, in the United States of America and willingly accept, and agree to be subject to the laws of the State of California and the United States of America with respect to all questions, controversies and other issues arising under these Terms and Conditions and your participation in the Translator Program. You further accept, and agree to be subject to, personal jurisdiction in the United States federal and California state courts located in San Mateo County, California, which courts shall constitute the exclusive venue for any such questions, controversies, litigation, equitable proceedings and other disputes arising under these Terms and Conditions and your participation in the Translator Program.
These Terms and Conditions contain the entire understanding and agreement between you and Evernote regarding the subject matter herein, except for, and then only to the extent that you have entered into a Separate Agreement providing supplemental terms. These Terms and Conditions supersede all other oral, written or other communications, representations, understandings and agreements (including previously posted versions of these Terms and Conditions). You acknowledge and agree that Evernote may modify these Terms and Conditions at any time upon posting of a new version on Evernote's web site. Any use of or participation in the Translation Program after the posting of such new Terms and Conditions shall be deemed to constitute your agreement with, and desire to be legally bound by, such Terms and Conditions.