By consenting and/or clicking on the consent box ("Consent"), this Translation Service Agreement ("Agreement") is entered into by You and WorldLingo, a Nevada limited liability company ("WorldLingo") and is a legally binding agreement between You and WorldLingo.By Your Consent, You represent and warrant that You have read, understood and expressly agreed to be bound by the terms and conditions contained in this Agreement.
- DEFINITIONS
1.1 "WorldLingo" means WorldLingo, a trading division of TransPerfect Inc.
1.2 "You" shall mean but not be limited to the individual person, program, operating system, end user, entity, electronic agent or system consenting to and entering into this Agreement on the Website.
1.3 "Source Materials" means the documents, materials, and other items You provide to WorldLingo for Translation Services under this Agreement.
1.4 "Translation" means the final, translated version of the Source Materials provided by WorldLingo to the Client.
1.5 "Delivery Date" shall mean the date that WorldLingo shall provide the Translation to You.
1.6 "Translation Services" shall mean the Human Translation Services You purchase from WorldLingo or the Website.
1.7. "Human Translation Services" shall mean those services requiring WorldLingo to translate Source Materials via a WorldLingo approved translator.
1.8 "Consent" shall mean Your placement of a check mark in the box set forth on the applicable page of the Website indicating Your consent to be bound by this Agreement.
1.9 "Website" shall mean worldlingo.com and all pages of worldlingo.com.
1.10 "Deposit" shall mean a non-refundable fee of Twenty-Five Percent (25%) of the quoted price for the Translation Services due at acceptance by You of the quote.
1.11 "Price" shall mean the entire price provided to You by WorldLingo for performance of Translation Services.
1.12 "Modifications" shall mean any revisions, alterations, amendments, changes, modifications or other requests to modify the Source Materials or the Translation by You.
- PAYMENT and DELIVERY DATES
2.1 Payment Terms for Human Translation Services.
2.1.1 WorldLingo shall email You with the Price for the Human Translation Services at its earliest convenience upon receipt of the Source Materials.
2.1.2 Upon your consent and payment of the Deposit or Price as notified to you by WorldLingo, WorldLingo shall perform the translation services and shall provide You with the Translation at the date specified in the quote (the "Delivery Date"). In the event WorldLingo does not provide you with the Translation on or before the Delivery Date, WorldLingo shall notify You of the reason for such delay and provide You with the revised Delivery Date the Translation will be made available, which date shall not be more than forty–five (45) days after the original Delivery Date.
2.1.3 You hereby agree that once WorldLingo delivers the Translation to You, all amounts paid or owing as the Price shall be NON-REFUNDABLE. For the purposes of this Agreement, a Translation shall be deemed delivered at the earliest of WorldLingo: (1) sending an email to You attaching and/or containing the Translation; or (2) sending an email notification that the Translation has been uploaded to the WorldLingo FTP site for Your download.
2.1.4 Notwithstanding anything to the contrary contained in this Section 2, WorldLingo, prior to performing or delivery of the Translation, reserves the right to modify pricing, and delivery estimates upon receipt and evaluation of the Source Materials or any additional information or materials You provide to WorldLingo or which is necessary to perform the Translation.
2.2 Payment Terms for Human Translation Services.
2.2.1 You hereby agree to pay WorldLingo the Non-Refundable Deposit or Price as notified to you by WorldLingo.
2.2.2 You agree that the Price for the Human Translation Services is owed and earned by WorldLingo upon providing the Human Translation to You.
2.2.3 You agree to pay WorldLingo interest on any late payments or failure to pay the Price when due at a rate of two percent (2%) on any outstanding amounts owed until such late payment or Price with interest is received by WorldLingo.
2.2.4 Should WorldLingo need to engage the services of a law firm, solicitor, or debt collection agency to collect the late payment or Price and interest from You (collectively "Collection Services"), You agree to pay WorldLingo all costs of such Collection Services when due plus an additional administrative fee of Two Thousand Dollars ($2,000.00) US currency to compensate WorldLingo for collection of the outstanding amounts owed to WorldLingo.
- TRANSLATION SERVICES.
3.1 Source Materials.
3.1.1 You hereby agree to timely provide the Source Materials in a format that is readily accessible and legible to WorldLingo and WorldLingo shall not be liable to You for any damages or in any manner for Your failure to timely provide: (a) the Source Materials; or (b) readily accessible and legible Source Materials.
3.1.2 Unless otherwise notified and approved by WorldLingo (which approval shall be given or withheld in WorldLingo’s reasonable discretion), WorldLingo shall provide the Human Translation Services in WorldLingo’s usual and customary practice. For the purposes of this Agreement WorldLingo’s usual and customary practice shall mean that the Translation will be based on usual and conventional meanings of the information contained in the Source Materials.
3.1.3 You may provide an approved glossary of terms with the Source Materials, however, any incorrect terms contained in the approved glossary and incorporated into the Translation shall be at Your sole risk (the "Approved Glossary"). To the extent any warranties are provided under this Agreement regarding the Translation, upon Your request of the utilization of an Approved Glossary You provide, WorldLingo specifically disclaims any liability for the Translation incorporating the terms from the approved glossary.
3.1.4 You hereby represent and warrant that the requested Translation Services are for lawful purposes only. You further represent and warrant not to use the Translation Services or the Translation to translate any Source Materials that include but are not limited to defamatory, obscene, stolen, or other unlawful material (collectively "Unlawful Information"); and/or confidential, proprietary, trademarks or copyrighted information, belonging to a third party (collectively "Proprietary Information"), without the express written authorization of the rightful owner of the Proprietary Information.
3.2 Modifications.
3.2.1 You may request Modifications after the Source Materials are submitted and/or after WorldLingo delivers the Translation (collectively "Modifications") to You, however, any such Modifications will be subject to an additional fee (the "Additional Fee") that will be communicated to You in the same manner that WorldLingo notified You of the Price. You hereby agree to pay WorldLingo the Additional Fee prior to WorldLingo making any such Modifications.
3.2.2 In the event You request Modifications, You shall precisely indicate: (1) the Modifications, and (2) where the Modifications occur in relation to the previously submitted Source Materials and/or the previously delivered Translation.
3.3 Corrections.
3.3.1 WorldLingo shall correct the following errors free of charge upon timely notification: (a) clearly incorrect translations of words/information; (b) omissions of words or information; (c) typos; (d) grammatical errors; or (e) non-adherence to an Approved Glossary contained in the delivered Translation subject to the conditions set forth in this Section 3.3.
3.3.2 You hereby agree that WorldLingo shall have no liability or obligation to make corrections to the Translation unless WorldLingo receives written notification of the error(s) within ten (10) days following delivery of the Translation to You (the "Error Notice"). WorldLingo's sole obligation with respect to errors shall be the obligation to correct the Translation and deliver the corrected Translation at no cost to You within fifteen (15) days of receipt of the Error Notice.
3.3.3 You hereby agree that WorldLingo shall have no liability or obligation to make corrections to the Translation if You have amended or in any other way altered the Translation since its delivery by WorldLingo to You.
- DEFAULT.
4.1 Default by You. You will be deemed in default of this Agreement if you:
4.1.1 You fail to pay the Price in immediately available funds;
4.1.2 You fail to timely submit Source Materials;
4.1.3 You cause any credit card payments made to be reversed/charged back;
4.1.4 You submit trademark, copyrighted, confidential, protected or any proprietary information without authority for Translation.
4.1.5 You fail to perform any material obligation pursuant to the terms of this Agreement; or
4.1.6 Any of the representations You make during the terms of this Agreement are untrue.
4.2 Default by WorldLingo. WorldLingo will be deemed in default of this Agreement if after You provide WorldLingo a detailed notice of default including the precise nature of the default (the "Default Notice"), and, the default is not cured within fifteen (15) days or if the nature of the default is such that the default cannot be cured within fifteen (15) days, so long as, WorldLingo commences to cure the default within the fifteen (15) days and diligently pursues to cure the default within a reasonable amount of time(the "Cure Period"); the expiration of the Cure Period WorldLingo shall not have:
4.2.1 Delivered the Translation by the Delivery Date or any Extended Delivery Date subject to any Force Majeure and the Cure Period set forth herein.
4.2.2 WorldLingo fails to perform any of its material obligations pursuant to the terms of this Agreement; or
4.2.3 Any of the representations WorldLingo makes during the term of this Agreement are untrue.
- REMEDIES.
5.1 WorldLingo Remedies for a Buyer Default.
5.1.1 WorldLingo shall be entitled to and You agree to pay to WorldLingo the Price plus interest at fifteen percent (15%) per annum minus any deposits and payments made by You; and
5.1.2 WorldLingo shall be entitled to and You agree to pay WorldLingo’s attorneys fees and costs and any costs associated with litigation, arbitration or mediation; and
5.1.3 WorldLingo shall be entitled to any and all other legal and equitable remedies available to WorldLingo in the event of a Buyer default.
5.2 Buyer Remedies for WorldLingo Default.
5.2.1 Buyer shall only be entitled to a refund of all moneys paid to or as deposits to WorldLingo for that portion of the Translation not completed, a return of the Source Materials, and the portion of the Translation that is completed (the "Refund");
5.2.2 Buyer hereby expressly waives and releases WorldLingo from any and all Damages, subject to Section 5.2.1 above, arising from a WorldLingo default of this Agreement. Damages shall include, but not be limited to, any and all monetary amounts arising out of or related in any manner to this Agreement whether actual, direct, indirect, consequential, future, expectant, loss profits, punitive or otherwise.
5.2.3 You further expressly understands and agrees that WorldLingo would not have entered into this Agreement with Buyer if WorldLingo could be found liable for any Damages other than the Refund, and as such WorldLingo relies on You to represent and warrant that You will not pursue any Damages other than the Refund in the event of a WorldLingo Default.
- TERMINATION. WorldLingo expressly reserves to right to cancel this Agreement at any time upon: (a) written notice to You (the "Cancellation Notice"); and (b) return of the Source Materials; and (c) return of any portion of the Translation that is completed at the time of the Cancellation Notice; and (d) refund of any unexpended amount of the Price after deducting for the Translation Services provided to You.
- INDEMNIFICATION. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS WORLDLINGO, ITS OWNERS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO LEGAL FEES, EXPERT FEES AND COSTS THAT MAY ARISE OUT OF OR INCIDENT TO THE TRANSLATION, TRANSLATION SERVICES, SOURCE MATERIALS, THIS AGREEMENT, THE WEBSITE, INFRINGEMENT OF COPYRIGHT, TRADEMARK, PATENT, INTELLECTUAL PROPERTY, OR PROPRIETARY RIGHTS OF ANY NATURE WHATSOEVER, AND NOT CAUSED BY THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF WORLDLINGO. YOU FURTHER ACKNOWLEDGE, AGREE AND WAIVE ANY CLAIMS OF YOURS FOR DAMAGES YOU SUFFER, OR FOR ANY CLAIM AGAINST YOU MADE BY ANY THIRD PARTY, ARISING FROM OR RELATING TO THE TRANSLATION, TRANSLATION SERVICES, SOURCE MATERIALS, THIS AGREEMENT, THE WEBSITE, INFRINGEMENT OF COPYRIGHT, TRADEMARK, PATENT, INTELLECTUAL PROPERTY, OR PROPRIETARY RIGHTS OF ANY NATURE WHATSOEVERREGARDLESS OF THE NATURE OF THE CLAIM, OR THE CAUSE OF ACTION AND ON ANY THEORY OF LIABILITY, EXCEPT FOR ANY CLAIMS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF WORLDLINGO.
- WARRANTIES AND DISCLAIMERS. WORLDLINGO PROVIDES THE TRANSLATION SERVICES, AND THE TRANSLATION, WITHOUT WARRANTY OF ANY KIND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WITHOUT MAKING ANY WARRANTIES THAT THE TRANSLATION WILL BE ACCURATE, CORRECT, USABLE, RELIABLE, MEET YOUR EXPECTATIONS, BE UNINTERRUPTED, SECURE, OR TIMELY.
- CONFIDENTIALITY. This Agreement is subject to the Privacy Policy of WorldLingo which is set forth on the Website.
- MISCELLANEOUS
10.1 Choice of Law and Venue. The laws of the State of Nevada, of the United States of America without giving effect to its choice of law principles shall govern the applicability, interpretation and validity of these Terms and Conditions. You hereby agree that the State and Federal Courts located in Clark County, Nevada in the United States of America shall be the exclusive venue for any dispute, action, claim or contest arising out of or related in any manner to the Terms and Conditions.
10.2. Construction. As used in these Terms and Conditions, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context so requires. These Terms and Conditions shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the Party causing these Terms and Conditions or any part of these Terms and Conditions to be drafted. The Parties acknowledge that each Party has reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel. If any words or phrases in this Agreement are stricken or otherwise eliminated, whether or not other words or phrases have been added, these Terms and Conditions shall be construed as if the words or phrases stricken or otherwise eliminated were never included in these Terms and Conditions, and no implication or inference will be drawn from the fact that the words or phrases were stricken or otherwise eliminated.
10.3 Entire Agreement. These Terms and Conditions are the entire agreement between You and WorldLingo pertaining to Your access and use for any purpose whatsoever of the Website. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the acceptance by You of the Terms and Conditions. WorldLingo may amend, modify, change, revise or alter in any manner WorldLingo deems necessary and its absolute and sole discretion the Terms and Conditions of the Website without notice to You and without Your consent.
10.4 Section Headings. The section headings in these Terms and Conditions are inserted only for convenience and reference and the parties intend that they shall be disregarded in interpreting these Terms and Conditions.
10.5. Waiver. No delay or failure by WorldLingo in exercising any of its rights or enforcing any of the provisions of the Terms and Conditions shall constitute a waiver of that right or provision.
10.6 Force Majeure. No Party shall be liable for any delay or failure in performance of any part of this Agreement (other than obligations to pay money) if the delay or failure in performance is related to unusually severe weather, flood, fire, lightning, epidemic, quarantine restriction, war, sabotage, act of a public enemy, earthquake, insurrection, riot, civil disturbance, strike, work stoppage caused by jurisdictional and similar disputes, restraint by court order or public authority, or action or nonaction by or inability to obtain authorization or approval from any Governmental Authority, or any combination of these causes, which by the exercise of due diligence and foresight such Party could not reasonably have been expected to avoid and which by the exercise of due diligence is unable to overcome (a "Force Majeure Event"). If a Party is unable to perform any part of this Agreement by reason of a Force Majeure Event, the nonperforming Party shall give prompt written notice of such fact to the other Party. In the event of a Force Majeure the Party that is unable to perform shall: (1) exercise all reasonable efforts to continue to perform its obligations under this Agreement; (2) expeditiously take action (if possible) to correct or cure the event or condition excusing performance so that the suspension of performance is no greater in scope and no longer in duration than is dictated by the problem; (3) exercise all reasonable efforts to mitigate or limit damages to the other Party; and (4) provide prompt notice to the other Party of the cessation of the event or condition giving rise to its excuse from performance.