Acceptance of Terms.
The Service is available only to corporate entities and individuals who are at least 18 years old. You represent and warrant that, if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Rules and Conduct.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- involves commercial activities and/or sales (other than Projects) without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
- impersonates any person or entity, including any employee or representative of Company.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
Proprietary Information – Requirements for Service Providers and Customers.
You acknowledge that, as a condition to using certain features of the Service (including, without limitation, the ability to submit or bid on, and complete Projects), each user (including you) may provide certain corporate and personal information (“Disclosing Party”) to the other (“Receiving Party”), including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information (“Proprietary Information”). Notwithstanding the foregoing, nothing will be considered “Proprietary Information” of the Disclosing Party unless either (1) it is or was disclosed in tangible form and is conspicuously marked “Confidential”, “Proprietary” or the like, (2) it is or was disclosed in non-tangible form and identified as confidential at the time of disclosure, or (3) the nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential
As a condition to using the Service and receiving the Disclosing Party’s Proprietary Information, you agree (i) to hold the Disclosing Party’s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party or complete a Project, (iv) not to copy or reverse engineer any such Proprietary Information and (v) not to export or reexport (within the meaning of U.S. or other export control laws or regulations) any such Proprietary Information or product thereof. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee of the Receiving Party) generally available to the public, or (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by a third party without restriction, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who have had no access to any such Proprietary Information. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the Disclosing Party to participate in the proceeding.
However, you acknowledge that Company has no control over the use of the Proprietary Information by any user, and you further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of such Proprietary Information.
By registering for the Service, you agree that Company may identify you as a customer on the Website and use your name in marketing and other promotional materials. Company agrees not to use your trademark or logo without your prior written consent.
Fees and Payment – Customers.
Company requires payment of fees for certain features of the Service, including without limitation, a subscription fee for access to the Service. Should you elect to subscribe to such features (“Subscriptions”), you shall pay all applicable fees, as described on the Sites in connection with such features. Company reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.
You shall pay for such Subscriptions with a payment method accepted by Company (“Payment Method”) that you provided during registration. If you want to use a different Payment Method than the one you signed up for during registration, or if there is a change in the required information you supply for your Payment Method (e.g. billing address, expiration date), you may edit your Payment Method information by clicking by updating your Company Settings. If your Payment Method expires or changes and you do not edit your Payment Method information or cancel your account, you authorize us to continue billing, and you will remain responsible for any uncollected amounts.
You acknowledge that the amount billed on each invoice may vary due to promotional offers, changes in your Subscription plan, and changes in applicable taxes, and you authorize us to charge your Payment Method for the corresponding amounts. If Company changes the subscription fee or other charges for Services from time to time, we will give you advance notice of these changes by email. However, we will not be able to notify you of changes in any applicable taxes.
All fees and charges are nonrefundable except in connection with your early cancellation of the account as further described below. Very rarely, if there are special circumstances where Company determines it is appropriate (e.g., the Subscription is unavailable for days due to technical difficulties), we may provide credits to affected subscribers. The amount and form of such credits, and the decision to provide them, are at Company’s sole and absolute discretion, and the provision of credits in one instance does not entitle anyone to credits in the future under similar or different circumstances.
Company handles payment processing for transactions between you and Service Providers conducted through the Site related to Projects submitted by Customers (each a “Transaction”), including without limitation the completion of Projects submitted on the Site. Company shall e-mail invoices for each Transaction to you, which you agree to pay to the Company no later 30 days from the date Company sends you the invoice via e-mail. All inquiries regarding Transactions will be directed to the relevant Service Provider that has accepted your Project. You shall pay all fees associated with Projects you submit on the Site, including the Company platform fee. Company is not responsible for refunds for Transactions. You warrant that any Payment Method selected by you when entering into a Transaction shall enable you to make full and immediate payment for the requested products or services.
Company retains the right, but does not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of Company, and to correct any inaccurate listing or technical problems on the Site.
Fees and Payment – Service Providers.
You will set the prices for your translation services that are charged through Transactions by bidding on specific Projects (the “Prices”) through the Site. Upon submitting your bid, the Price you set is final and constitutes an offer, which the Customer may accept or reject. Company handles payment processing for Transactions. Company will collect and process billing information from each Customer that accepts your bid to complete a Project and, following Company’s verification of the Customer’s Payment Method, collect payment from the Customer (“Payment”) and direct such Payment to you, less any applicable Deductions and Transaction Fees (both as defined below). “Deductions” means bad debts (such as credit card returns or fraud), credit card transaction fees, disputed payments and refunds. Company’s fees for providing payment processing services (“Transaction Fees”) shall be calculated on your Payments in accordance with the rate schedule set forth after making all Deductions. Company shall be entitled to deduct the Transaction Fees prior to remitting your income in accordance with its standard policies. When Company makes a payment to you, it shall provide you with accounting statements describing the Project name, Project identification number, Customer name, languages used in the translation service, and Project value.
In addition to the fees set forth above, Company reserves the right to require payment of fees for certain additional features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees, as described on the Site in connection with such features. Company reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.
Third Party Site.
The Service may permit you to link to other websites or resources on the Internet links of Service Providers on the Site, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company’s control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
Content and License.
You agree that the Service contains Content specifically provided by Company or its partners (“Company Content”), and that such Company Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Company Content accessed through the Service.
For Company Content, Company grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Company Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Company Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Company Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Company Content for commercial use or in any way that violates any third party right.
Intellectual Property Rights – Customers.
The Service provides you with the ability upload your Projects to the Site. Company will not have any ownership rights in your Projects, however, Company needs the following license to perform the Service. You hereby grant to Company the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the Service on your behalf (e.g., use, host, transmit, copy, display, feature, market, sell, distribute and otherwise exploit (“Host”) the Project, along with all associated copyrightable works or metadata, including without limitation any artwork, photographs, graphics, and descriptive text in connection with your Project. Subject to the Service Provider’s compliance with the terms of this Agreement and for the sole purpose of completing the Project on your behalf, you hereby grant each Service Provider with which you choose to work and solely for the purposes of completing the Project and it internal business purposes, the limited, revocable, non-exclusive right to download, copy, create derivative works of, display, feature, and distribute (solely to Company and to you) the Projects.
By uploading any Project or Submitting any User Submission to the Site:
- you represent and warrant that the use or other exploitation of such Projects by Company and/or by users of the Site as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
Reviews of Service Providers
The Service provides Customers with the ability to add, create, upload, submit, distribute or post (“Submitting” or “Submission”) content that includes written forum comments to the Site (collectively, the “User Submissions”). By Submitting User Submissions on the Site or otherwise through the Service, you:
- acknowledge that by Submitting any User Submission to the Site, you are publishing that User Submission, and that you may be identified publicly by your User ID in association with any such User Submission;
- by Submitting any User Submissions through the Site or the Service, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and Company’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access, display and perform your User Submissions through the Site and the Service. For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
- covenant that your User Submission abides and will abide by all terms of this Agreement, including without limitation the Rules and Conduct section above;
- and understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
Company does not endorse and has no control over any User Submission. Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
Intellectual Property Rights – Service Providers.
If you are a Service Provider, you agree that Customer owns and shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information included in any Project submitted by Customer and any Project completed, in whole or in part, by or for or on your behalf during the term of this Agreement that arise out of or in connection with your work on a Project or any Proprietary Information submitted by Customer (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to Customer. You hereby make all assignments necessary to accomplish the foregoing ownership. You shall assist Customer, at Customer’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. You hereby irrevocably designate and appoint the Customer responsible to which you are assigning rights for the specific Project as your agent and attorney-in-fact, coupled with an interest, to act for and on your behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by you and all other creators or owners of the applicable Invention.
Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content or information relating to any Project or completed Project; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Limitation of Liability.
IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
BECAUSE COMPANY IS NOT THE BUYER OR SELLER IN ANY TRANSACTION, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS IN A TRANSACTION, YOU RELEASE COMPANY (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “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.” YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY COMPANY. Because Company is not the buyer or seller in any actual Transaction between Customers and Service Providers and is not the agent of either for any purpose, Company does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such Transaction.
Company makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
Integration and Severability.
You may contact Cloudwords at the following address: 400 Montgomery Street, Suite 1200, San Francisco, CA 94104, United States
Effective Date: January 1, 2011