Last revised: November 2022

 

TransPerfect Translations International Inc., or one of its affiliates (“TransPerfect,” “we,” “us,” or “our”) provides opportunities through our website located at https://dataforce.transperfect.com/ (the “Site”) and through its related mobile applications and related services (collectively, such services, including any new features and applications, together with the Site, are referred to as the “Platform”) to the person (“you” or “your”) who signs these terms and conditions (as amended from time to time, the “Terms and Conditions”).

These Terms and Conditions, together with the Processor and Sub-Processor Data Protection Agreement attached hereto as Schedule A, are between you and TransPerfect and govern the respective rights and obligations of you and TransPerfect with respect to your use of the Platform, and your performance of certain tasks (“Tasks”) and/or submission of certain deliverables (“Deliverables”) on or through, and as described on, the Platform. The Tasks and Deliverables are referred to collectively herein as the “Services”.

BY REGISTERING FOR AND USING THE PLATFORM, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS AND BIND YOURSELF; (3) YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS; AND (4) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR PREFERRED PAYMENT METHOD IN ACCORDANCE HEREWITH.

We reserve the right, at our sole discretion, to change or modify portions or the entirety of these Terms and Conditions at any time. If we do this, we will post the changes and will indicate at the top of this page the date these Terms and Conditions were last revised. Such changes will be effective immediately. Your continued use of the Platform and performance of Services after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions. If you do not agree to any changes to these Terms and Conditions, do not continue to use the Platform or provide Services.

In addition, you are subject to any additional terms that may be posted from time to time, including without limitation, the Privacy Policy located at www.transperfect.com/privacy. All such terms are hereby incorporated by reference into these Terms and Conditions and may be changed from time to time without further notice to you.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, IN PERFORMING SERVICES FOR TRANSPERFECT OR ITS CLIENTS PURSUANT TO THESE TERMS AND CONDITIONS, YOU ARE ACTING AS AN INDEPENDENT CONTRACTOR, AND NOT AS AN EMPLOYEE, OF TRANSPERFECT, ANY OF ITS CLIENTS OR ANY OTHER ENTITY. YOU AGREE TO PERFORM THE SERVICES IN ACCORDANCE WITH THE GENERAL GUIDELINES PROSCRIBED FROM TIME TO TIME BY TRANSPERFECT OR THE APPLICABLE CLIENT, BUT NEITHER TRANSPERFECT NOR THE CLIENT SHALL HAVE ANY SPECIFIC CONTROL OR DIRECTION OVER YOUR PARTICULAR MEANS, METHODS AND/OR PROCEDURES FOR PERFORMING THE SERVICES. ACCORDINGLY, YOU ARE EXCLUSIVELY IN CONTROL OF THE TIME, PLACE AND METHOD OF THE PROVISION OF THE SERVICES. YOU, HOWEVER, AGREE TO ACT IN A FAITHFUL, DILIGENT, AND PROFESSIONAL MANNER IN YOUR PERFORMANCE OF THE SERVICES AND TO BE COURTEOUS AND CONSIDERATE TO TRANSPERFECT AND ITS CLIENTS, INCLUDING THE EMPLOYEES AND REPRESENTATIVES OF EACH, AND TO THE EMPLOYEES, REPRESENTATIVES AND CUSTOMERS OF THE STORES, LOCATIONS AND BUSINESSES IN WHICH SERVICES MAY BE PERFORMED, SO AS TO MAINTAIN TRANSPERFECT’S GOODWILL IN THE COMMUNITY.

FAILURE TO ABIDE BY THE FORGOING PROVISIONS MAY RESULT IN THE REVOCATION OF YOUR ABILITY TO PERFORM SERVICES PURSUANT TO THESE TERMS AND CONDITIONS.

1.     Access and Use of the Platform.

1.1 The Platform is designed to provide a quick and easy way to earn money by occasionally performing specific Services (each, an “Assignment”). The Platform allows you to access and carry out, on a voluntary basis, Assignments for the purpose of allowing you to earn fees. TransPerfect will from time to time publish a number of Assignments on the Platform. You shall receive a notice relating to an Assignment offered in your geographic area and, on a voluntary basis, you may accept and carry out the Assignment in accordance with all applicable specifications (e.g. the description of the Assignment and its requirements, timely submit to TransPerfect all Deliverables, and notify us that you have done so, as described on the Platform. The Deliverables will be evaluated for acceptance by TransPerfect and its client.

 

1.2 Each Assignment will show a fee expressed in United States Dollars or other currency. TransPerfect or its client retains the right to reject any Deliverable(s), or any portion thereof, for any reason or for no reason. Accordingly, your total compensation earned for a particular Assignment is not based on the size or number of the Deliverables produced by you but shall depend on such portion of the Assignment that is accepted by TransPerfect and its client.

 

1.3 You acknowledge and accept that:

 

(i) notwithstanding the quality with which the Assignment has been carried out, where applicable, the variable fee mechanism may produce a compensation that is lower than the maximum indicated;

(ii) you shall not be entitled to any payment or other form of consideration or compensation for any rejected Deliverable;

(iii) the Deliverables will be rejected no later than 90 days from the date of its upload and no reason need be given for rejection of any particular Deliverable;

(iv) in any event, no fee shall be paid to you with reference to any Deliverable if it has been compiled and/or uploaded to the Platform in breach of the provisions of these Terms and Conditions and/or the requirements of the particular Assignment;

(v) whenever you shall complete an Assignment in a way which does not adhere to or is not adequate in view of the specifications of the Assignment, TransPerfect reserves the right, in its sole discretion, to reject your performance of that Assignment in whole or in part, and in such event partial or no compensation shall be payable to you for the Assignment or relevant Deliverable;

(vi) TransPerfect does not offer you any guarantee as to the actual availability of any Assignment;

(vii) TransPerfect does not undertake any liability for the accuracy of any personal data, information, or other content uploaded by you and you are the sole and exclusive responsible party for any content uploaded or sent by you or anyone using your account, even if done without your knowledge or consent;

(viii) TransPerfect reserves the right to withdraw or amend the Platform, or any service or material provided on the Platform, in its sole discretion without notice and TransPerfect will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period;

(ix) TransPerfect reserves the right to withdraw or amend any Assignment at any time in its sole discretion and TransPerfect will not be liable for any payment due thereunder other than for Deliverables validly accepted;

; (x) you are an independent contractor of TransPerfect and its clients and not an employee, agent, partner or joint venturer, you will not represent yourself as an employee or agent of TransPerfect or any of its clients, and you do not have the authority to bind nor shall you attempt to bind TransPerfect or any of its clients to any statement, contract or financial obligation;

(xi) you shall accept any directions issued by TransPerfect pertaining to the Assignments but you shall be solely responsible for the manner and hours in which you perform the Assignment under these Terms and Conditions and TransPerfect will not regularly observe or supervise you while Services are performed or set regular hours for your performance of Services;

(xii) you will not be eligible to participate in any of TransPerfect’s employee benefit plans, group or other insurance arrangements or similar programs and TransPerfect shall not provide workers’ compensation, disability insurance, vacation pay, sick leave, health or retirement benefits, Social Security or unemployment compensation coverage or any other benefit to you;

(xiii) you have sole liability to any third party with respect to your actions or inactions in connection with any Assignment and TransPerfect shall have no such liability to you or any third party and;

xiv) you shall exclusively provide the equipment, supplies, and all other materials necessary for your performance of the Services hereunder.

 

Any attempt to alter, forge, fake, transpose, recreate, modify, cheat, or otherwise misconstrue your performance of the Services will result in a permanent disqualification from performing any Services and the forfeiture of any compensation due to you, which shall be in addition to any other remedy to which either TransPerfect or its client may be entitled, at law, in equity or otherwise.

 

1.4 By accepting or performing an Assignment, you hereby represent, warrant and agree that:

 

(i) you shall at all times, act and perform each Assignment in a professional and workmanlike manner that reflects positively on TransPerfect and in accordance with the applicable specifications therefor and with all applicable laws and these Terms and Conditions;

(ii) you shall not perform any actions related to the Services that may be considered fraudulent or misleading (including without limitation submitting an Assignment that you did not complete or spoofing your location);

(iii) none of the Assignments nor any part of these Terms and Conditions are or will be in conflict with any obligation you may have to others;

(iv) you will not disclose or represent to any third parties or post on any social media that you have any relationship or other affiliation with TransPerfect or any of its clients;

(v) both you and the Services provided by you shall comply with all applicable laws and regulations, including but not limited to, applicable international, federal, state and local regulations, laws and ordinances;

(vi) you have obtained any and all applicable federal, state, city and other necessary business license(s) and permit(s) and insurance to perform the Services;

(vii) you are not presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from covered transactions by any United States or foreign government department or agency,

(viii) your name does not appear on the FDA/ORA Debarment List or on the United States Department of the Treasury’s Specially Designated Nationals and Blocked Persons List and

(ix) you will notify TransPerfect immediately in the event any action is taken, or proposed to be taken, against you which may cause either of the representations in subsections (vii) or (viii) above to be untrue.

 

If you have any questions about your obligations to comply with laws and regulations, you should seek independent legal advice.

 

1.5 You acknowledge that the Assignment shall be considered to be an occasional service carried out personally and on a voluntary basis by you. In no event shall the performance of Assignments give rise to an employment, self-employment or agency relationship and/or any other form of contractual relationship whether an association, common enterprise, partnership, joint venture relationship or similar relationship between you and TransPerfect or between you and any client of TransPerfect. For the avoidance of doubt, you agree and acknowledge that you do not accrue any employment rights pursuant to these Terms and Conditions. Save as expressly set out herein, you do not have any further right to any payments or benefits on account of the Services performed pursuant hereto or any Assignment. In addition, it is expressly understood and agreed that TransPerfect does not carry out any staff leasing, intermediation, research and selection activity or activity supporting professional outplacement. You expressly recognize and acknowledge that the Platform is not a platform that advertises or offers either employment or the supply of personnel or staff.

 

1.6 You are required to register with TransPerfect in order to access and use the Platform and perform the Assignments. You agree to provide and maintain true, accurate, current and complete information about yourself. Registration data and certain other information about you is governed by our Privacy Policy. You are responsible for the accuracy of the information and personal data provided by you. You shall immediately update the Platform as necessary in the event of any change in your information and personal data so that such information and personal data is always actual, accurate, complete and true. If false, inaccurate, misleading or incomplete information or personal data is provided, or if TransPerfect has a reasonable belief of same, then TransPerfect shall be entitled to prevent use of the Platform, performance of any Assignment by you and/or payment for any Assignment previously completed.

 

1.7 You are responsible for maintaining the confidentiality of your password and account and are fully liable for any and all activities and damages that occur under your password or account, even those that arise from the improper use of or access to it by any third party. You agree to (i) immediately notify TransPerfect if you become aware of any unauthorized disclosure or use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. TransPerfect will not be liable for any loss or damage arising from your failure to comply with this section. TransPerfect reserves the right to suspend the user name and password to access the Platform if it deems that the same are being used, or are likely to be used, without authorization.

 

1.8 TransPerfect reserves the right to modify or discontinue, temporarily or permanently, the Platform and the performance of any Assignments (or any part thereof) with or without notice. You agree that TransPerfect will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. You acknowledge that TransPerfect may establish general practices and limits concerning use of the Platform, including without limitation, the minimum and maximum periods of time that data or other content will be retained. You agree that TransPerfect has no responsibility or liability for the deletion or failure to store any data or other content maintained by or uploaded to the Platform. You acknowledge that TransPerfect reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that TransPerfect reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. The Platform includes certain services that are available via a mobile device, including (i) the ability to upload content, (ii) the ability to browse and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent that you access the Platform through a mobile device, your wireless service carrier’s standard charges, roaming charges, data rates and other fees may apply. All these charges are solely your responsibility. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

 

2.   Conditions of Use.

2.1 You are solely responsible for all Deliverables that you upload, post, publish or display or email or otherwise submit for any Assignment. TransPerfect reserves the right to investigate and take appropriate legal action against anyone who, in TransPerfect’s sole discretion, violates this provision, including without limitation, removing offending content, suspending or terminating the account of such violators and reporting you to law enforcement authorities.

 

2.2  You must not:

(i) modify copies of any materials received or accessed relating to any Assignment, whether from the Platform or otherwise;

(ii) use any illustrations, photographs, video or audio sequences or any graphics or text for any reason;

(iii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials, whether received or accessed from the Platform or otherwise; or

(iv) access or use for any purpose any part of the Platform or any Services or materials available through the Platform or otherwise other than for proper execution of an Assignment.

 

2.3 You warrant and represent that you shall not use the Platform to:

 

(i) email or otherwise upload any content that (a) infringes any intellectual property or other proprietary rights of any party; (b) you do not have a right to upload under any law or under any contractual or fiduciary relationships; (c) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) poses or creates a privacy or security risk to any person; (e) constitutes advertising, promotional materials, commercial activities and/or sales, or any other form of solicitation; (f) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (g) in the sole judgment of TransPerfect is objectionable or which may expose TransPerfect or its users to any harm or liability of any type;

(ii) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform

(iii) violate any applicable local, state, national or international law, or any regulations;

(iv) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

(v) solicit personal information from anyone;

(vi) harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means;

(vii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

(viii) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform;

(ix) carry out reverse engineering, including decompilation and decrypting activity and any other activity or attempt to modify or in any event intervene on the graphic, internal logic, structure, or functioning (including algorithms and source codes) of the Platform, as well as on any other software or element provided by TransPerfect;

(x) attempt to obtain unauthorized accesses to the Platform, or resources associated to the Platform, or to obtain services or information unintentionally made available by TransPerfect in or through the Platform;

(xi) access, acquire, copy or monitor any part of the Platform through techniques such as deep-linking, datascraping, through spiders or other automated devices, programs, methods, algorithms, or similar or equivalent manual processes;

(xii) attack the Platform via a denial-of-service attack or a distributed denial-of-service attack;

(xiii) otherwise attempt to interfere with the proper working of the Platform; or

(xiv) create multiple user accounts on the Platform; by doing so all of your accounts may be suspended and/or blocked from the Platform and your work could be invalidated as a result.

 

TransPerfect has the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions.

 

2.4 TransPerfect is a global company with affiliates in many countries undertaking research and development on behalf of clients. As a result, your personal data, as well as your Deliverables (collectively, the “Data”), may be transferred to our affiliates and to clients in other countries. These other countries may not have laws as protective as the data protection laws in the country where you reside. It is also possible that the country to which the Data is sent will have laws that permit the government to request access to data held by private companies such as ours; however, we do not anticipate such requests. Regardless of the country where the Data is used and maintained, it will be used and maintained only for the purposes described herein and as described in any Assignment and it will be protected as described herein and in our Privacy Policy. If you do not want to permit your Data to be transferred internationally, you should not sign these Terms and Conditions. However, you must sign these Terms and Conditions to participate in any Assignment.

 

We and our clients will collect, use, store, analyze, disclose, and otherwise process your Data for the following purposes:

• To support and carry out an Assignment;
• To verify that the Assignment is done properly;
• To contact you about the Assignment, as necessary;
• To analyze the Data and publish aggregated results;
• To design or improve future studies;
• To combine the Data and any results with the study data and results of other related studies whose purpose is compatible with the purpose of an Assignment and to use your Data (other than contact information) for future studies related to an Assignment; and
• For development, design, approval (including regulatory approval), improvement, production, publication, and/or support of products, technologies, processes, and services, including algorithm development and development of individual authentication algorithms and technologies for these purposes.

 

Your Data may be shared with and collected, used, stored, analyzed, disclosed, and otherwise processed for the purposes stated above by us or our client and any personnel and designated third parties acting on behalf of us or a client (with appropriate contractual obligations). Your Data, including transcripts, may be subject to additional grading and annotation in accordance with a client’s policies and procedures. Neither we nor our clients sell your Data. When required by law, legal process, or litigation, Data in identifiable form may be provided to third parties such as public, regulatory, or government authorities, including law enforcement. The results of any Assignment may be published or presented, but will not include any information that would let others know who you are. Your Data, including your contact information, may be used for selection and recruitment efforts for future Assignments and we may share your Data with other teams within our organization. Even if you are contacted, you may choose not to part take part in such future studies. You may contact us at any time to request deletion of your personal data. In some circumstances, deletion of your personal data may not be feasible (for instance, if your Data has been de- linked from your contact information or where applicable law would permit or require us to continue processing certain of your personal data). However, reasonable efforts will be made to delete identifiable data within a reasonable amount of time of your request. You may also withdraw from these Terms and Conditions and/or any Assignment at any time. If you decide to participate in an Assignment, you also have the right to request access to any personal data collected about you as part of the Assignment and the right to request that any such personal data be corrected, amended, blocked, or deleted. In some circumstances, we may not be able to complete the actions you request (for instance, if your Data has been de-linked from, or we do not have access to, your contact information, or where applicable law would permit or require us to continue processing certain of your personal data). You also have the right to object to the collection of any data and withdraw from these Terms and Conditions and/or any Assignment at any time. For more details, please see our Privacy Policy located at www.transperfect.com/about/privacy.

 

3.   Confidentiality.

 

3.1 You accept that all information, compensation and data related to the Platform, an Assignment, TransPerfect and any of its clients that is disclosed to you or otherwise becomes known to you, directly or indirectly, in writing or orally, while reviewing, registering for or carrying out an Assignment or any other activity connected to the Platform or the Services is “Confidential Information”. Confidential Information is the property of TransPerfect and may not be disclosed without the express written consent of TransPerfect in each instance.

 

3.2 Except for disclosure obligations imposed by the law, regulations or any other provisions adopted by any competent authority, you undertake to:

 

(i) keep strictly confidential and secret all Confidential Information and not to disclose same, in whole or in part, to any third party for any reason; (ii) treat the Confidential Information with the same degree of diligence that you use to treat your own information, but in no event less than a commercially reasonable level of diligence; (iii) not to use and/or acquire the Confidential Information unless insofar as strictly necessary for the use of the Platform or for the proper fulfilment of the obligations of any Assignment undertaken by you; (iv) not to make copies of any document relating to or containing Confidential Information; and (v) not to use the Confidential Information in a way that is prejudicial to TransPerfect or its clients.

 

3.3 It is of utmost importance that no confidential information be communicated (including blogging, posting or other use of social media) to anyone outside of the study team, including friends, family members, and professional colleagues. You will not be permitted to take any photographs or videotape anything related to any Assignment. Failure to maintain the confidentiality of information may seriously harm an Assignment. If you become aware of any unauthorized disclosure of confidential information, please report it to the relevant TransPerfect study team immediately.

 

4.   Payments.

 

4.1 In order to be paid for an Assignment, you may choose from among the payment methods available for such Assignment, which may require you to provide TransPerfect with your payment information. You represent and warrant to TransPerfect that such information is true and that you are authorized to use the applicable account. To ensure proper payment, you will promptly update your account information with any changes to your contact or payment information that may occur. If TransPerfect is unable to make payments for six (6) months due to inaccurate or unavailable payment information, the payment will be forfeited and permanently cancelled. TransPerfect will remit payments due to you under the terms specified on the Service and this Terms and Conditions, and we aim to remit such payments no later than sixty (60) days after your completed Assignment is approved by TransPerfect (including any Deliverables). Because payment may come in the form of a gift card, debit card or any applicable method of reimbursement, additional terms and conditions may apply to your use of any such method, including those of the third party operator thereof. If you are specifically asked to purchase an item or service in order to complete an Assignment, you may be required to provide proof of purchase, and TransPerfect will reimburse you after you complete and submit the Assignment (including any Deliverables) to TransPerfect under the terms specified. TransPerfect reserves the right to change its fees at any time. TransPerfect reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under these Terms and Conditions or amounts due to any breach of these Terms and Conditions by you, pending TransPerfect’s reasonable investigation of such breach. Any third-party fees related to returned or cancelled payments due to a payment information error or omission on your part may be deducted from the newly issued payment. If you dispute any payment made hereunder, you must notify TransPerfect in writing within sixty (60) days of such payment. Failure to so notify TransPerfect shall result in the waiver by you of any claim relating to such disputed payment. Please also be aware that if you delete your account, you will automatically and immediately forfeit your right to dispute or inquire about any payment. As such, the decision to delete your account before all pending payments have been fully paid and resolved is made at your own risk. We will process a request to delete your account within thirty (30) business days. Payment shall be calculated solely based on records maintained by TransPerfect. No other measurements or statistics of any kind shall be accepted by TransPerfect or have any effect under these Terms and Conditions. You agree to pay all applicable Taxes (as defined below) or charges imposed by any government entity in connection with your participation in the Service.

 

5.   Compliance with Laws.

 

5.1 The Platform may be used only for lawful purposes and in a lawful manner. You may not use the Platform in any manner that violates any applicable law or governmental regulation. In addition to your compliance with all obligations set forth herein, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services. You shall indemnify, defend and hold harmless TransPerfect and its officers, directors, employees, clients, agents and others considered responsible persons under applicable state, federal or local law for TransPerfect’s costs incurred in connection with your failure to comply with any required laws, rules or regulations.

 

5.2 You agree that it is your responsibility to determine any and all taxes incurred or required to be collected, paid or withheld for any reason in connection with any performance of Services, or your use of the Platform, or otherwise in connection with any of your actions, inactions or omissions ("Taxes"), to report and remit correct Taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. You agree to provide TransPerfect with certain tax information upon request. YOU ALSO AGREE THAT TRANSPERFECT AND ITS AFFILIATES ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION. You will file, on a timely basis, all tax returns required to be filed by any federal, state, local or other tax authority with respect to the receipt of gross fees from TransPerfect. You shall indemnify, defend and hold harmless TransPerfect and its officers, directors, employees, clients, agents and others considered responsible persons under applicable state, federal or local law for TransPerfect’s costs incurred in connection with your failure to pay any required Taxes.

 

5.3 You agree that it is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you are performing Services. YOU ALSO AGREE THAT TRANSPERFECT AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.

 

5.4 TransPerfect has the right, but not the obligation, to monitor any activity, content and materials associated with the Platform. TransPerfect may investigate any reported violation of its policies or complaints and take any action that it deems appropriate.

 

6.   Intellectual Property Rights.

 

6.1 You acknowledge and agree that the Platform, any Assignment or any portion thereof may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by TransPerfect, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Service Content, in whole or in part. Any use of the Platform or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection with any Assignment are the property of TransPerfect, our affiliates and our clients or partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by TransPerfect.

 

6.2 The TransPerfect name and logo are trademarks and service marks of TransPerfect (collectively the “TransPerfect Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to TransPerfect (collectively, the “Third Party Trademarks”). Nothing in these Terms and Conditions or the Platform or in any Assignment should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of TransPerfect Trademarks or Third Party Trademarks without our prior written permission in each instance. All goodwill generated from the use of TransPerfect Trademarks will inure to our exclusive benefit.

 

6.3 Under no circumstances will TransPerfect be liable in any way for any content or materials of any third parties (including users), including but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that TransPerfect does not pre-screen content, and that TransPerfect and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, TransPerfect and its designees will have the right to remove any content that violates these Terms and Conditions or is deemed by TransPerfect, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

 

6.4 With respect to the content or other materials you upload as part of your Deliverables or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including without limitation all copyrights and rights of publicity contained therein and that no User Content will infringe any third party’s patent, trademark, trade secret, copyright or other proprietary rights. By uploading any User Content, you hereby grant and will grant TransPerfect and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the purposes for which such Deliverables were created. Notwithstanding the foregoing, by uploading any Deliverables, you hereby assign to TransPerfect throughout the world all right, title and interest in such Deliverables for any and all purposes, and you waive all claims you may have based on the usage of such Deliverables. You acknowledge and agree that TransPerfect may preserve User Content and may also disclose User Content if required to do so by law or under the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these Terms and Conditions; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of TransPerfect, its users and the public. You understand that the technical processing and transmission of the Service, including User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. TransPerfect respects the intellectual property of others, and we ask our users to do the same. If you believe that your work or User Content has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify TransPerfect of your infringement claim in accordance with the procedure set forth below.

 

6.5 TransPerfect will process and investigate notices of alleged copyright infringement and will take appropriate actions under all applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to TransPerfect at generalcounsel@transperfect.com (Subject line: “Takedown Request”). You may also contact us by mail: TransPerfect Translations International, Inc., 1250 Broadway, 32nd Floor, New York, NY 10001, Attn: General Counsel.

 

To be effective, the notification must be in writing and contain the following information: (i) an electronic or physical signature of the owner of the copyright or other intellectual property interest or the person authorized to act on behalf of the owner; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) your address, telephone number, and email address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (v) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner.

 

If you believe User Content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (iii) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (iv) your name, address, telephone number, and email address and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by TransPerfect, TransPerfect will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced or access to it restored in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

 

Repeat Infringer Policy: In accordance with applicable law, TransPerfect has adopted a policy of terminating, under appropriate circumstances and at TransPerfect's sole discretion, users who are deemed to be repeat infringers. TransPerfect may also at its sole discretion limit access to the Platform and/or terminate any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

 

6.6 You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to TransPerfect are non-confidential and TransPerfect will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

7.   Third Party Websites.

 

The Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. TransPerfect has no control over such sites or resources and TransPerfect is not responsible for and does not endorse such sites or resources. You further acknowledge and agree that TransPerfect will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Platform is between you and that third party, and you agree that TransPerfect is not liable for any loss or claim that you may have against any such third party.

 

8.   Indemnity and Release.

 

You hereby agree to release, indemnify and hold TransPerfect and its affiliates and clients and their officers, employees, directors and agents harmless from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and injury (including death), arising out of or relating to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms and Conditions; (ii) your Services and Deliverables, including, without limitation, any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Deliverables; (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Platform, any Assignment or the provision of Services; (iv) your use or misuse of the Platform, your connection to the Service, your violation of these Terms and Conditions or your violation of any rights of other third parties and (v) any action taken by TransPerfect for any reason, including as a result of its investigations and from any actions taken as a consequence of investigations by any of TransPerfect, its clients or law enforcement authorities. If you are a California resident, you waive California Civil Code Section 1542, according to which: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

 

9.    Disclaimer of Warranties.

 

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRANSPERFECT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TRANSPERFECT MAKES NO WARRANTY THAT (I) THE PLATFORM OR ANY ASSIGNMENT WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS, (IV) THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE PLATFORM WILL BE AS REPRESENTED BY TRANSPERFECT OR ITS CLIENTS OR AGENTS, (V) THAT AN ASSIGNMENT OR ANY OF THE PLATFORM IS LAWFUL, OR (VI) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

 

10.  General Release.

 

IN CONSIDERATION OF THE PROMISES AND UNDERTAKINGS IN THIS AGREEMENT, YOU HEREBY RELEASE TRANSPERFECT AND ITS AFFILIATES AND CLIENTS (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PLATFORM, ANY ASSIGNMENT, OR YOUR PERFORMANCE OF SERVICES FOR TRANSPERFECT AND/OR THE CLIENTS.

 

11.   Limitation of Liability.

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRANSPERFECT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TRANSPERFECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM (INCLUDING WITHOUT LIMITATION THE INABILITY TO COMPLETE OR SUBMIT THE ASSIGNMENT DUE TO TECHNICAL OR COMMUNICATION ISSUES); (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; (IV) YOUR ACTIONS OR INACTIONS IN CONNECTION WITH ANY ASSIGNMENT OR YOUR SERVICE; OR (V) ANY OTHER MATTER RELATING TO ANY ASSIGNMENT OR THE SERVICES. IN NO EVENT WILL TRANSPERFECT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE LESSER OF THE AMOUNT ACTUALLY PAID TO YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

 

12.  Mutual Agreement to Arbitrate Claims.

 

12.1 You recognize that differences may arise between TransPerfect and you during or following your use of the Platform or performance of any Assignment. As part of these Terms and Conditions, you agree that any and all controversies, claims, or disputes with anyone (including TransPerfect or its client, and any employee, officer, director, shareholder, or benefit plan, in their capacity as such or otherwise), arising out of, relating to, or resulting from your participation in the Platform and the Assignments or the termination of your participation in same, including any breach of this section (“Arbitration Provision”), shall be subject to binding arbitration under the arbitration rules set forth in the State of New York, USA. To the maximum extent allowed by law, any dispute, controversy or claim arising out of or relating to these Terms and Conditions or your participation in any Assignment or your use of the Platform, including the interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined exclusively by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of one arbitrator. The place of arbitration will be the County and State of New York. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded and will not apply to these Terms and Conditions or any Assignment.

 

12.2 You understand that, by agreeing to this Arbitration Provision, both TransPerfect and you are giving up any right to have to a jury trial on all claims we may have against each other.

 

12.3 Should either party pursue any arbitrable dispute by any method other than arbitration, the responding party shall recover from the initiating party all damages, costs, expenses and attorneys’ fees incurred as a result of such action.

 

13.  Termination.

 

You agree that TransPerfect, in its sole discretion, may suspend or terminate your account (or any part thereof), your use of the Platform and/or your participation in any Assignment and remove and discard any content within the Platform, for any reason, including without limitation for lack of use or if TransPerfect believes you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Platform may be referred to appropriate law enforcement authorities. TransPerfect may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of this Terms and Conditions may be effectuated without prior notice and you further acknowledge and agree that TransPerfect may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Notwithstanding the above, if a user is barred access to the Platform, TransPerfect will retain certain user account information (including but not limited to email, name and phone number) in order to prevent such barred user from creating a new account. Further, you agree that TransPerfect will not be liable to you or any third party for any termination of your access to the Platform.

 

14. General.

 

These Terms and Conditions constitute the entire agreement between you and TransPerfect and govern your use of the Platform and submission of Assignments, superseding any prior agreements between you and TransPerfect with respect thereto. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms and Conditions will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and TransPerfect agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County, New York. The failure of TransPerfect to exercise or enforce any right or provision of these Terms and Conditions for any reason will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform, any Assignment or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms and Conditions without the prior written consent of TransPerfect, but TransPerfect may assign or transfer these Terms and Conditions, in whole or in part, without restriction. The section titles and plain language descriptions in these Terms and Conditions are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms and Conditions or other matters by displaying notices or links to notices generally on the Platform. You acknowledge that any actual or threatened breach of these Terms and Conditions may cause TransPerfect immediate and irreparable harm that cannot be adequately compensated by monetary damages, and therefore agree that TransPerfect shall be entitled to seek equitable and injunctive relief for actual or threatened breach hereof, in addition to any other remedies available at law or otherwise.

 

15.  Your Privacy.

 

At TransPerfect, we respect the privacy of our users. For details, please see our Privacy Policy located at www.transperfect.com/privacy.

 

Notice for California Users

 

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may also contact us by mail: TransPerfect Translations International Inc., 1250 Broadway, 32nd Floor, NY, NY 10001, Attn: Data Privacy Officer.