Terms and ConditionsThe following Terms and Conditions constitute a legally binding agreement ("The Agreement") between you ("Client") and Professional Linguistics, Inc. ("Professional Linguistics") regarding access to and use of the ProLinguistics.com website ("website") and its associated machine and/or human-based translation services ("Services") rendered or to be rendered by Professional Linguistics. By accessing or using the website or Services, you agree to be bound by these Terms and Conditions of Service. If you do not wish to be bound by these Terms and Conditions of Service, you should leave the website now. For the purposes of this Agreement, "Source Material(s)" shall mean any electronic or other files that the Client transmits to Professional Linguistics using the website that are intended to be the subject of services hereunder The final translated version of the Source Material(s) shall be referred to as "Deliverable" or "Deliverables" Each order or formal request for the provision of Services shall be referred to as an "Order".
Professional Linguistics Warranties
Client Warranties
Professional Linguistics makes no representations or warranties of any kind, except as set forth above. WITHOUT LIMITING THE FOREGOING, THE SERVICES ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS AND WITHOUT ANY OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Professional Linguistics shall not be liable for any incidental, special or consequential damages or loss of any nature whatsoever, nor for any claim against the Client by any other person or entity, arising from or relating to services rendered by Professional Linguistics, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise, and even if Professional Linguistics has been advised of the possibility of such damages by anything contained in related proposals and other documentation. Professional Linguistics shall not be responsible for any loss or damage to, nor the return of, any Source Material(s). The maximum liability to the Client by Professional Linguistics shall in all cases, other than those involving death or personal injury, be limited to the value of the original Order. In the event that the Client breaches this Agreement, Professional Linguistics shall have the right to terminate immediately, whereupon the Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that Professional Linguistics breaches this Agreement, the Client shall have the right to terminate whereupon Professional Linguistics shall return to the Client all Source Material(s) and data supplied by the Client together with all Deliverables that exist as of the date of termination. All right, title and interest in and to the Source Material(s) and, except as hereunder provided, the Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of the Client. Notwithstanding the above, the Client acknowledges that Professional Linguistics is the sole and exclusive owner of all right, title, and interest in and to all
The nature of the work performed and any information transmitted to Professional Linguistics by the Client shall be confidential. Professional Linguistics shall not without the prior consent of the Client, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of Professional Linguistics whose job performance requires such acts. The provisions of this paragraph shall not apply to the extent Professional Linguistics is required by law to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by Professional Linguistics. The Client shall indemnify, defend, and hold harmless Professional Linguistics, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incidental to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) the Client's breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by the Client, (iv) any taxes and duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by the Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary right. Professional Linguistics may terminate the rights of the Client without cause at any time and with immediate effect. All disclaimers, indemnities and exclusions in the Agreement shall survive termination for any reason. If any part of these Terms and Conditions is held to be unlawful, invalid or unenforceable, that part shall be deemed severed and the validity and enforceability of the remaining Terms and Conditions shall not be affected. Professional Linguistics may modify these Terms and Conditions at any time. |