THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES.
By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, you agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to LDC-IL SDCP that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use any of the Services.
The “Effective Date“ of this Agreement is the date which is the earlier of (a) Your initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement. This Agreement will govern Your initial purchase on the Effective Date as well as any future purchases made by You that reference this Agreement.
You acknowledge and agree that LDC-IL SDCP reserves the right to add, delete, change or modify all or any part of the Terms and Conditions of this Agreement at LDC-IL SDCP sole discretion and at any time without notice given to you.
Account: means any accounts or instances created by or on behalf of Subscriber or its Agents within the Services.
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Agent: means an individual authorized to use a Service through Your Account as an agent and/or administrator as identified through a unique login.
Agreement: means this Master Service Agreement together with any and all Supplements, Additional Terms and Order Forms.
API: means the application programming interfaces developed and enabled by LDC-IL SDCP that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.
Confidential Information: means all information disclosed by You to LDC-IL SDCP or by LDC-IL SDCP to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to LDC-IL SDCP’s security policies and procedures. For purposes of this Agreement, this Agreement as well as Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services or describing Service Plans, as applicable, provided or made available by LDC-IL SDCP to You in the applicable LDC-IL SDCP help center(s); provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such knowledge base(s).
Directive: means Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data.
End-User: means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact using a Service.
Order Form: means any of LDC-IL SDCP generated service order forms executed or approved by You with respect to Your subscription to a Service, which form may detail, among other things, the number of Agents authorized to use a Service under Your subscription to a Service and the Service Plan applicable to Your subscription to a Service.
Personal Information: means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
Personnel: means employees and/or non-employee service providers and contractors of LDC-IL SDCP in connection with performance hereunder.
Processing/To Process/Processed: means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Professional Services: means integration, consulting, language translation and review services, and similar services, designed to be used in conjunction with the Services but not included in the Service Plan to which You subscribe, may be described in a Statement of Work.
Service(s): means Software Services, Professional Services or any services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and made available online by LDC-IL SDCP, via the applicable subscriber login link and other web pages designated by LDC-IL SDCP. From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
Service Data: means electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users in connection with Your use of such Service, which may include, without limitation, Personal Information.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Website applicable to the Service) for the Services to which You subscribe.
Software Services: means software provided by LDC-IL SDCP (access through the internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service.
Subscription Term: means the period during which You have agreed to subscribe to a Service with respect to any individual Agent.
Usage Data: means aggregated encoded or anonymized data that LDC-IL SDCP may collect about a group or category of services, features or users while You, Your Agents or End-Users use a Service for certain purposes, including analytics, and which does not contain personal information.
Website: means a website (www.LDC-IL SDCP.in) operated by LDC-IL SDCP.
“We,” “Us” or “Our”, “LDC-IL SDCP”: means LDC-IL SDCP
Thanks for choosing LDC-IL SDCP as your localization partner!
The LDC-IL or the Linguistic Data Consortium for Indian Languages is a scheme of the government of India being implemented by the Central Institute of Indian Languages. The SDCP, which is the abbreviated form of "Speech Data Collection Portal", collectively called here as "LDC-IL SDPCP", aims collect speech data in the language that are mandated to be used for this purpose. The data collected through this platform and the corresponding app is meant to be used for research and development purposes as specified in the mandate of the LDC-IL. Learn more about LDC-IL at its website www.ldcil.org. The app and the website aim to work together to provide a working environment to various users of this website and application.
This Agreement together with the Privacy Policy, govern your use of the Services and constitute a legally binding agreement between You and LDC-IL SDCP.
During the Subscription Term and subject to compliance by You, Agents and End-Users with this Agreement, You have the limited right to access and use a Service consistent with the Service Plan(s) that You subscribe to, together with all applicable Professional Services, for Your internal business purposes.You may need to register for a LDC-IL SDCP account in order to access or use the Service. Account registration information must be accurate, current and complete, and will be governed by LDC-IL SDCP’s Privacy Policy (currently available at https://speech.ldcil.org/terms/privacyPolicy).
You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Your Account,as well as for all Service Data.
You are responsible for all actions that occur under Your Account. You will:
You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form:
As between the parties, You shall retain all right, title and interest (including any and all intellectual property rights) in and to the Service Data as provided to LDC-IL SDCP. Subject to the terms of this Agreement, You hereby grant to LDC-IL SDCP a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Service Data solely to the extent necessary to provide the Service to You.
This is a service agreement for access to and use of the Service. You agree that LDC-IL SDCP or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service, all Documentation, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (as defined below). Except as expressly set forth in this Agreement, no rights in the Service or any LDC-IL SDCP technology are granted to You.
You, from time to time, may submit comments, questions, suggestions or other feedback relating any LDC-IL SDCP product or services to LDC-IL SDCP (‘Feedback’). LDC-IL SDCP may freely use or exploit Feedback in connection with any of its products or services.
Subject to the express permissions of this Agreement, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the Personnel who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 4.1 shall supersede any non-disclosure agreement by and between the Parties that would purport to address the confidentiality and security of Service Data and such agreement shall have no further force or effect with respect to Service Data.
In addition to Service Data, We collect certain information (which may include Personal Information) about You, Agents and End-Users as well as Your and their respective devices, computers and use of the Service. This includes, among other things:
Collecting analytics information when You use the Services. In the Services, analytics information may consist of the feature and function of the Service being used, the associated domain name, the username and IP address of Your Agents or End-Users, additional information required to detail the operation of the function, and which parts of a Service are being affected. The analytics information that LDC-IL SDCP collects may include elements of Service Data related to the function the Agents or End-Users are performing.
Collecting Usage Data which is used to help understand trends in usage of the Services. In addition to collecting and using Usage Data ourselves, LDC-IL SDCP may share the Usage Data with third parties, including Our Subscriber, partners and service providers, for various purposes, including to help Us better understand Our subscribers’ needs and improve Our Services. We may also publish Usage Data to provide relevant information about the Services and for purposes of marketing.
LDC-IL SDCP may also obtain other information, including Personal Information, from third parties and combine that with information We collect through Our Services. For example, We may have access to certain information from a third party social media or authentication service if You log into Our Services through such service or otherwise provide Us with access to information from such service. Any access that We may have to such information from a third party social or authentication service is in accordance with the authorization procedures determined by that service. By authorizing Us to connect with a third party service, You authorize Us to access and store Your name, email address(es), current city, profile picture URL, and other Personal Information that the third party service makes available to Us, and to use and disclose it in accordance with this Agreement and LDC-IL SDCP Privacy Policy as in effect from time to time and available here.
LDC-IL SDCP agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Service or Service Data. However, LDC-IL SDCP shall have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond LDC-IL SDCP’s control.
Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
LDC-IL SDCP warrants that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty above, Your exclusive remedies are those described in Section 8.3 herein.
LDC-IL SDCP warrants that the Professional Translation Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. You must report any deficiencies in the Professional Translation Services to LDC-IL SDCP in writing within 14 days of performance of such Professional Translation Services in order to receive warranty remedies. For any breach of the warranty in this Section 5.2, Your exclusive remedy, and LDC-IL SDCP’s entire liability, shall be the re-performance of the Professional Services. If LDC-IL SDCP is unable to re-perform the Professional Translation Services as warranted, You shall be entitled to recover the fees paid to LDC-IL SDCP for the deficient Professional Translation Services.
5.3 EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 5, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
You must report any deficiencies in the Professional Translation Services to LDC-IL SDCP in writing at oic-ldcilATgovDOTin within 14 days of service delivery time in order to receive warranty remedies. If LDC-IL SDCP determines that the translation does not meet LDC-IL SDCP’s quality standard, You may either request for a refund, limited to the language(s) that fails to meet LDC-IL SDCP’s quality standard only, or request re-performance of Professional Translation Services. Should You have chosen refund, LDC-IL SDCP shall issue the refund via the same payment channel in which the original payment was made by You.
You may cancel any order that has not yet been accepted by a translator. To cancel an order, contact LDC-IL SDCP’s customer support at oic-ldcilATgovDOTin first to check if the order has been accepted by a translator. If the order has been accepted by a translator, the order cannot be cancelled and refund will not be issued. Otherwise, refund will be issued to the customer in the form of credits on LDC-IL SDCP’s platform. Credits can be used to purchase any of LDC-IL SDCP Professional Services.
NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE FEES FOR SOFTWARE SERVICES INCURRED BY SUBSCRIBER HEREUNDER IN THE 6 MONTHS PRECEDING THE INITIAL ACT OR OMISSION GIVING RISE TO SUCH LIABILITY, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES FOR SOFTWARE SERVICES PAID BY SUBSCRIBER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO CLAIM MAY BE BROUGHT BY A PARTY UNDER THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE INITIAL ACT OR OMISSION GIVING RISE TO SUCH CLAIM.
This Agreement commences on the Effective Date and continues until the expiration or termination of all subscriptions hereunder.
Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees or comply with applicable scope of use restrictions) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). For clarity, nothing in this Section 8.2 limits LDC-IL SDCP’s right to terminate or suspend any Service Plans.
If this Agreement is terminated by You in accordance with Section 8.2, LDC-IL SDCP will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by LDC-IL SDCP in accordance with Section 8.2, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to LDC-IL SDCP for the period prior to the effective date of termination.
Upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Service Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Service Data, and, as provided in the Documentation, will have the right to delete or destroy all copies of Service Data in Our systems or otherwise in Our possession or control, unless prohibited by law.
LDC-IL SDCP will defend, indemnify, and hold You harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (collectively, “Claims”) made or brought against You by a third party alleging that Your use of the Services within the scope of this Agreement infringes the intellectual property rights of such third party; provided, however, that LDC-IL SDCP will have no such indemnification obligation to the extent such infringement: (a) relates to use of the Services in combination with other software, hardware, data products, processes, or materials not provided by LDC-IL SDCP and the infringement would not have occurred but for the combination; (b) arises from or relates to modifications to the Services not made or authorized by LDC-IL SDCP; or (c) continues after notification of an infringing activity or use by LDC-IL SDCP.
Subscriber will defend, indemnify, and hold LDC-IL SDCP harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with a Claim made or brought against LDC-IL SDCP by a third party alleging that: (a) Subscriber has used the Services other than in compliance with the terms of use set forth in this Agreement; (b) Service Data, and/or any materials provided to LDC-IL SDCP in relation to performance of the Services, infringe the intellectual property rights of a third party; (c) Service Data, and/or any materials provided to LDC-IL SDCP in relation to performance of the Services, constituted or resulted in an improper or unlawful dissemination or release of Personally Identifiable Information, provided that Your obligation in such case shall be limited only to the extent that such dissemination or release did not result from LDC-IL SDCP’s own negligence or willful misconduct; or (d) LDC-IL SDCP’s use, in accordance with this Agreement, of any Service Data has otherwise harmed a third party.
LDC-IL SDCP reserves the right to modify the Terms and Conditions of this Agreement (including Service pricing and plans) from time to time without notice. By using our Services, you are agreeing to be bound by the Terms then in effect.
Charges and payment terms may be changed at LDC-IL SDCP sole discretion with prior written notice to you. If You disagree with the whole or any part of the modified the Terms and Conditions, Your exclusive remedy is to terminate this Agreement and cease using the Service.
If you have any questions or concerns about the Terms and Conditions, any other policies, or LDC-IL SDCP generally, please send us a thorough description by email to oic-ldcilATgovDOTin
This Agreement shall be governed by the laws of India, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in India. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You.
Any notice or communication to LDC-IL SDCP shall be sent electronically through LDC-IL SDCP software or email at oic-ldcilATgovDOTin.