GENERAL TERMS OF USE FOR ZETTA

These Terms of Use ("Terms") govern the use of the services offered by ZETTA Translate LLC, incorporated in the state of Delaware, at 8 the Green, Suite A, in the city of Dover, Zip Code 19901, or any of its affiliates ("ZETTA"), including, but not limited to, access to and use of the Zetta Marketplace ("Platform"). By accessing or using the Platform, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, please do not use the Platform.

1. Acceptance of Terms

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to comply with these Terms, as well as any other terms and conditions incorporated by reference. These Terms apply to all users of the Platform, including registered and unregistered users.

2. Platform Services

Zetta offers a marketplace for translation services where users can find and hire third-party translators ("Translators"). Additionally, Zetta offers a subscription model for customers who desire an enhanced experience on the Platform. Zetta reserves the right to modify, suspend, or discontinue any aspect of the services offered on the Platform at any time and without prior notice.

Zetta operates as a marketplace for translators, offering additional subscription services that enhance the user experience. However, the hiring of translators is paid on an individual demand basis, and additional processing fees may be charged for transactions, including intermediary fees. By using the Platform, you acknowledge and agree to the following:

a. Subscription Services: Zetta may offer various subscription plans designed to improve your experience on the Platform. These subscription services are optional and are billed separately from translation services.

b. Individual Translator Fees: Translation services are provided by individual translators available on the Platform. The fees for these services are determined on a per-demand basis and must be paid directly to the translator as specified at the time of hiring.

c. Transaction Processing Fees: In addition to the fees for translation services, Zetta may charge processing fees for handling transactions, including intermediary fees. These fees will be clearly communicated to you before completing any transaction.

d. Payment Terms: All fees, including subscription and processing fees, are due at the time specified during the transaction process. Payments must be made using the payment methods accepted by Zetta.

3. Subscription Plans

The Zetta Marketplace offers different subscription plans. The features and pricing of these plans are subject to periodic updates by Zetta.

By subscribing to any of the paid plans, the Client agrees to the following payment terms:

Monthly Billing: The subscription fee for the selected plan will be charged to the credit card provided by the Client monthly.

Automatic Renewal: The subscription will automatically renew each month unless canceled by the Client prior to the renewal date.

Credit Card Authorization: The Client authorizes Zetta to charge the subscription fee to the credit card on file. It is the Client's responsibility to ensure that the credit card information is accurate and up to date.

Failure to Process Payment: If the payment cannot be processed due to insufficient funds, expired credit card, or any other issue, the Client’s access to the subscription features may be suspended until payment is successfully processed.

Updates to Pricing: Zetta reserves the right to update the pricing and features of the subscription plans. Clients will be notified of any changes in advance, and the updated charges will apply from the next billing cycle.

3.1 Early Termination Penalty:

If the Client subscribes to a one-year contract and terminates the subscription before the end of the contract term, an early termination penalty will apply. The penalty will be calculated as follows:

Penalty Amount: The Client will be required to pay an early termination fee equal to 50% of the remaining subscription fees for the remainder of the contract term.

Payment of Penalty: The penalty fee will be charged to the credit card on file upon termination of the contract.

Notification: The Client must notify Zetta in writing of their intent to terminate the contract early. The early termination will be effective upon receipt and confirmation by Zetta of the notification.

4. Hiring third party providers

Zetta Instant Quote Feature. The proprietary Zetta Instant Quote tool allows customers to get instant quotes from translators and propose delivery deadlines.

4.1. Payment for Translation Services

There are two methods of payment for translations contracted through the marketplace:

        a.Prepaid:

In this method, the client makes payment after selecting the translator through the proposal process via the platform. The following steps detail the routine for prepaid payments:

• Selection of Translator: The client reviews proposals and selects a translator

• Payment Confirmation: The client makes the payment through the platform. The translator begins the project only after Zetta confirms receipt of the payment.

• Project Commencement: Once payment is confirmed, the translator is notified to start the translation project.

• Delivery: The completed translation is delivered to the client by the agreed deadline.

• Invoice Issuance: Zetta issues an invoice to the client immediately after the translation is completed.

  b. Postpaid:

This method is available only to companies pre-approved by Zetta and subscribers to the Team and Enterprise plans. The following steps detail the routine for postpaid payments:

• Monthly Invoicing: At the end of each billing period, Zetta issues an invoice detailing all translations requested and completed during the previous month.

• Detailed Statement: Along with the invoice, Zetta provides a detailed statement specifying each translation request made by the client, including the date, translator, project details, and cost.

• Invoice Delivery: Zetta sends the invoice and detailed statement to the client by the last business day of each month.

• Payment Deadline The client must make the payment for the total amount specified in the invoice by the third business day of each month.

• Payment Process: The client processes the payment according to the details provided in the invoice. Payment can be made via bank transfer, credit card, or other accepted methods specified by Zetta.

• Verification and Receipt: Zetta verifies the receipt of the payment and confirms it to the client.

5. Penalties for Late Payment: Post-paid

Failure to pay the monthly invoice will result in:

     a. Suspension of Platform Usage: The client’s access to the Zetta platform will be suspended until the outstanding payment is received.

       b. Late Payment Fee: A late payment fee of 10% of the total invoice amount will be applied.

     c. Monthly Interest: An additional interest charge of 2% per month will be applied to the overdue amount.

By opting for the postpaid plan, the client agrees to these terms and understands the importance of timely payments to avoid any disruptions in service.

6. Amendment of Features and Pricing

Zetta reserves the right to update, modify, or remove features and pricing associated with subscription plans and translation services offered on the Platform. Any changes to features or pricing will be communicated to users in advance.

7. User Registration and Account

Some features of the Platform may require you to register and create a user account. By registering, you agree to provide accurate, complete, and up-to-date information about yourself as requested by the registration form. You are responsible for maintaining the confidentiality of your login credentials and are fully responsible for all activities that occur under your account.

8. Privacy Policy

Your use of the Platform is subject to our Privacy Policy, which describes our practices regarding the collection, use, and disclosure of personal information. By using the Platform, you agree to the collection and use of your information in accordance with our Privacy Policy(link).

9. Zetta Loyalty Club

Members of the Zetta Loyalty Club are subject to specific terms and conditions of the program, which will be provided to members separately. By participating in the Zetta Loyalty Club (link), you agree to comply with these terms and conditions.

10. Cancellation Without Just Cause Policy

Clients have the option to cancel services without providing a valid reason. However, penalties will be applied based on the percentage of work completed, as recorded on the platform.

The completion of work is determined based on the higher percentage from two variables:

      a. The time already consumed up to the deadline delivery date.

      b. The number of uploaded documents on the platform.

Penalties will be applied according to the following relation:

        a. Completion Up to 25%:

- If up to 25% of the work is completed, the Client shall be entitled to a refund of 60% of the total payment made.

        b. Completion Between 25.01% and 50%:

- If between 25.01% and 50% of the work is completed, the Client shall be entitled to a refund of 40% of the total payment made.

        c. Completion of 75% or More:

- If 75% or more of the work is completed, the Client shall not be entitled to any refund.

11. Customized Services Acknowledgment Clause

The Client declares and acknowledges that all translation services requested through the Zetta marketplace are entirely customized and tailored according to the specifications and technical requirements provided by the Client. These services are performed based on the detailed guidelines established by the Client, who is fully aware of the expected delivery format and the final product resulting from the translation process.

Given the personalized and specific nature of each translation project, the Client expressly agrees that the services provided through the Zetta marketplace fall under the category of customized products and services. Therefore, the Client recognizes and agrees that the provisions of Article 49 of the Brazilian Consumer Defense Code, which allow for the withdrawal from certain types of contracts, do not apply.

12. Cancellation with cause:

The Client has the right to cancel the translation service for just cause within 7 business days from the delivery of the translated material. To exercise this right, the Client must provide a detailed explanation of the just cause for the cancellation, which will be subject to review and approval by Zetta.

To initiate a cancellation request and be eligible for a full refund, customers must follow the Validation Request Process through the Zetta Chat, the digital channel of Zetta.

Customers are entitled to a refund if:

     a. In the event of translation delay, the customer must have attempted to contact the service provider via the Zetta platform chat and received no response within 16 business hours.

If the issue pertains to errors:

       a.The customer must have accurately identified the errors and provided supporting documents via the Zetta platform chat.

        b.The service provider failed to rectify the errors in a timely or satisfactory manner.

Based on the provided information, Zetta will assess and confirm the customer's entitlement to a full refund.

13. Refund processing

Subject to the provisions set forth in these Terms of Use, any approved refund will be issued to the Client within three (3) business days following Zetta's approval of the refund request.

14. Intellectual Property

The Platform, including all its content, features, and functionalities, is owned by Zetta or its licensors and is protected by copyright, trademark, patent, and other intellectual property laws.

15. User Responsibility

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Platform in any way that violates any applicable law or regulation. You are solely responsible for any content you submit, post, or display on the Platform, as well as for your interactions with other users.

16. Disclaimer of Liability

ZETTA DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR QUALITY OF ANY TRANSLATION PERFORMED BY TRANSLATORS ON THE PLATFORM. ZETTA SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR HARMS ARISING FROM THE USE OF THE PLATFORM OR THE HIRING OF TRANSLATOR SERVICES THROUGH THE PLATFORM.

17. Limitation of Liability

In no event shall Zetta, its directors, employees, or agents be liable for indirect, incidental, special, consequential, or punitive damages arising out of or related to the use of the Platform or the hiring of Translator services through the Platform.

18. General Provisions

These Terms constitute the entire agreement between you and Zetta regarding the subject matter herein and supersede all prior or contemporaneous agreements between you and Zetta. These Terms shall be governed and construed in accordance with the laws of Brazil. In the event of a dispute, the parties agree to submit to the exclusive jurisdiction of the courts located in São Paulo, Brazil.

By continuing to use the Platform, you agree to comply with these Terms. If you do not agree with any part of these Terms, please do not use the Platform. Zetta reserves the right to modify or amend these Terms at any time and without prior notice. All changes will be effective immediately upon posting of the revised Terms on the Platform. Your continued use of the Platform after such changes constitutes your acceptance of the revised Terms.