Welcome to www.iLocalize.net. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the "iLocalize Services").
When accepted by you (as defined below), these Terms form a legally binding contract between you and Supplier (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE ILOCALIZE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE ILOCALIZE SERVICES.
Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the iLocalize Services to anyone who violates these Terms. If you register for a free trial of the iLocalize Services, the applicable provisions of these Terms will govern that free trial. The original language of these Terms is English. Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
Account the primary means for accessing and using the iLocalize Services, subject to payment of a Fee designated in the selected Plan.
Activity translation and proofreading activities, builds, setting updates, source strings updates, comments, and issues, tasks that are associated with a Project.
Authorization the set of rights and privileges on the Web Site assigned to a User by a Client.
Client a natural or legal person who has accepted these Terms with the Supplier.
Client Data Files and any other digital data and information, including translations which are subjected to the iLocalize Services or otherwise inserted to the System by the Client.
Content any data and information, other than Client Data, available through iLocalize Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials owned by iLocalize.
iLocalize Enterprise User a natural or legal person who has accepted these Terms with the Supplier under iLocalize Enterprise.
Fee regular payment for using the activated Account.
Files documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the System by the Client, and usually associated with particular Projects.
Free Trial temporary access for the purposes of trying out the Web Site and iLocalize Services in accordance with any selected Plan without paying a Fee.
Guidelines additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the iLocalize Services.
iLocalize Materials the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, "look and feel", organization, compilation of the content, code, data, and all other elements of the iLocalize Services.
iLocalize Services the Web Site, System, Content, Platform, and all content, services and/or products available on or through the Platform, subject to the plan selected by the Client.
Plan various criteria related to the use and functionality of the iLocalize Services and on which the Fee is based.
Platform the iLocalize Localization management application.
Private Project a Project for which the terms of participation are established by the Project Owner.
Project the planned set of interrelated Localization and translation tasks to be executed over a fixed period and within certain cost and other limitations.
Project Owner the Client that created the Project.
Public Project With Open Policy a Project which any Client can join without a confirmation from the Project Owner. Any Client Data posted may become public at the discretion of the Project Owner.
Public Project with Moderated Policy a Project which a Client can join only after the confirmation from the Project Owner. Any Client Data posted may become public at the discretion of the Project Owner.
Reseller third party entity that (i) purchases iLocalize Services from Supplier and resells such iLocalize Services to Clients, (ii) bills such Clients directly and (iii) provides such Clients with customer service.
Special Terms any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms.
Supplier as the context requires, iLocalize.
System the integrated cloud computing solution for providing the iLocalize Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases, and other components or materials provided therewith.
User a natural person granted with the Authorization to use the Account on behalf of a Client.
Web Site the compilation of all web documents (including images, php, and html files) made available via www.iLocalize.net or its sub domains or domains with identical names under other top domains and owned by Supplier.
Workflow the movement of tasks through a work process that ensures that specific Users perform activities in a specific sequence.
2. AUTHORITY TO ENTER INTO THESE TERMS WITH SUPPLIER
The use of the iLocalize Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. Special terms may apply for special education accounts (see section GitHub Student Developer Pack. Special Educational Account Terms). In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms are accepted as soon as one of the following occurs first: the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or for those iLocalize Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without Supplier's prior written consent, access the iLocalize Services (i) for production purposes, (ii) if you are a competitor of iLocalize, (iii) to monitor the availability, performance or functionality of the iLocalize Services or (iv) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided for herein.
2.1 GitHub Student Developer Pack. Special Educational Account Terms.
For the use of the Special Student Account, the person must be at least 13 years old and be a verified member of the GitHub Student Developer Pack. By using the Special Education Account, the person represents that he or she has a parent's or guardian's permission to use the Special Education Account and they jointly read and accepted these Terms and Conditions.
3. MODIFICATIONS TO TERMS
Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the iLocalize Services. Please check these Terms periodically for changes. Your continued use of the iLocalize Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the iLocalize Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.
4. OUR RESPONSIBILITIES
4.1. Provision of iLocalize Services.
Supplier will (a) make the iLocalize Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the iLocalize Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the iLocalize Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Supplier's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.
4.2. Protection of Client Data.
Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Supplier personnel except (a) to provide the iLocalize Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.
The Services may be performed using equipment or facilities located in the European Union, the United States, and Ukraine. The Supplier's service providers located outside the EU are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed outside the European Union, the personal data of EU citizens when using the iLocalize Service will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).
By agreeing to these Terms, the Client grants the Supplier a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the iLocalize Services. For more information about processors or if you want to subscribe to an email list and receive updates on the changes to the list of sub-processors, please see our List of Sub-processors
5. USING THE ILOCALIZE SERVICES
5.1 Establishing an Account.
Certain features, functions, parts or elements of the iLocalize Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:
1.complete the sign-up form on the Web Site or alternative process provided by a Reseller if access to the iLocalize Services is purchased from a Reseller;
2. and accept these Terms by clicking "Sign up" or other similar button.
Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users.
Each such User shall be subject to the restrictions set forth in these Terms. If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account.
Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Supplier may, in its discretion, request additional information or proof of the person's credentials. If Supplier is not certain if a User has been granted Authorization, Supplier may, in its sole discretion, prevent such User from accessing the iLocalize Services and/or suspend or terminate the Account.
A User may be associated with multiple Clients and Accounts. Blocking a User from one Account or Project will not remove the User from the Platform if he/she is connected to multiple Accounts. The Client and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users and Account and keep it up to date.
5.2 Logging Into an Account.
Client creates a username and password ("Login Credentials") to be used to log in to its Account unless the Client uses the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User should create separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Supplier of any disclosure, loss or unauthorized use of any Login Credentials.
5.3 Termination of Account.
Client may terminate these Terms by terminating the Account at any time as provided in Section 17. Supplier shall permanently delete the Account within six months of the effective date of the termination.
The use of an Account is subject to a Fee. Different rates apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. In case of cancellation by Supplier, Supplier shall refund due amount of money paid by the Client for the unused Software Services except the amounts of the discount provided to the Client for the Annual Subscription. If, after signing up, Client elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.
All Fees are stated net and are exclusive of all taxes, VAT, levies, fees, withholdings, or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, VAT, levies, fees, withholdings, or duties. The Client shall not make any deductions, withholdings or reduction of the Fees without first obtaining Supplier's written consent. In the event the net amount received by Supplier is less than the Fee, Supplier shall have the right to stop providing the Services.
5.5 Changing Plans.
Any Client has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Supplier. In such an event, the Client's credit card on file with the Supplier will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan. Downgrading of the current Plan may cause the loss of features or capacity of the Account.
5.6 Free Trial.
A new Client may be entitled to a Free Trial, unless the Client has applied for the Account as a result of an ongoing marketing campaign organized by the Supplier in cooperation with its partners. The Client is not required to provide any credit card information during the period of Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to select a suitable Plan and pay the first Fee. If the Client does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Supplier has the right to permanently delete the Account, including all Client Data therein.
6.1 Credit Card Authorization.
Supplier's payment processing partner listed in the list of processors may seek pre-authorization of Client's credit card account prior to your purchase of iLocalize Services in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such credit card account. You agree to provide Supplier updated information regarding your credit card account upon Supplier's request and any time the information earlier provided is no longer valid.
6.2 Electronic Invoice.
In case the Client is willing to pay via Purchase Order or Wire Transfer, the invoice for payment will be issued on request, all requests should be sent to sales@iLocalize.net.The electronic invoices are available only for annual and semi-annual payment intervals. Client must pay the invoice by the due date indicated on the invoice.
7. CLIENT DATA
7.1 Uploading Client Data to Platform.
If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. By uploading Client Data to the Platform and/or using iLocalize Services, the Client represents that the Client has all necessary legal rights, title and interest in and to the Client Data whether posted and/or uploaded by the Client or with Client's authorization or made available on or through the iLocalize Services by Supplier. By uploading Client Data to the Platform, Client authorizes Supplier to process the Client Data.
The Client is responsible for ensuring that:
7.2 No Guarantee of Accuracy.
Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the iLocalize Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated.
This means that Client, and not Supplier, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the iLocalize Services, as well as for any actions taken by the Suppliers or other Clients or Users or third parties as a result of such Client Data. Supplier has no obligations to monitor the use of or ensure that the Client Data does not infringe upon the intellectual property rights of other Clients, Users or third parties.
Client or User (as the case may be) is solely responsible for securing all necessary rights to the Client Data.
7.3 Unlawful Client Data.
Supplier is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Client Data is unlawful, Supplier has the right to:
If Supplier is presented convincing evidence that the Client Data is not unlawful, Supplier may, at its sole discretion, restore such Client Data, which was removed from the Account or access to which was restricted. In addition, in the event Supplier believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Client Data at any time with or without notice.
iLocalize as the data processor will assist the Client as the data controller in meeting the Client's obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.
7.4 Unlawful Client Data.Supplier may disclose a Client's confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client's confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
8.1 Use of the iLocalize Services.
Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the iLocalize Services to:
8.2 Technical Support.
Supplier shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible.
The contacts for all enquiries of support are: chat application on the Web Page, or e-mail: support@iLocalize.net Notwithstanding the foregoing, if you purchased access to the iLocalize Services from a Reseller, then first-line technical support will be provided by the Reseller and not by the Supplier.
8.3 Modifications to Service.
Supplier reserves the right to modify the iLocalize Services or any part or element thereof from time to time without prior notice, including, without limitation:
As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the iLocalize Services, will become effective thirty (30) days before the effective date of such modification.
If the Client does not accept the modification, the Client shall notify Supplier or Reseller (if Client purchased access to the iLocalize Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client's continued use of the iLocalize Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications.
Supplier shall not be liable to the Client or to any third party for any modification, suspension or discontinuance of the iLocalize Services, or any part or element thereof.
9. DATA PROCESSING CONTRACTFor the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and the Supplier as the data processor. The Client hereby instructs the Supplier to process the data as described in these Terms.
9.1 Subject matter and nature of processing.The Supplier provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of data subjects determined by the Client. The Platform has been designed to work as a Localization management tool but, to the extent not regulated by these Terms, the Client decides how they use the Platform.
9.2 Duration.The Supplier will process data on behalf of the Client until the termination of the iLocalize Services in accordance with these Terms. Upon termination, iLocalize will store the Client's data for a period of six months, should the Client wish to reopen the Account to resume the use of the iLocalize Services or to export Client Data, unless instructed otherwise by the Client. The Supplier deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.
9.3 Parties' rights and obligations.The Client's rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. The Supplier ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The Supplier takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. The Supplier undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.
10.1 Prohibited Activities.
Client and its authorized Users may use the iLocalize Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
10.2 Certain Uses Require Supplier Consent.
The Client or any User may not, without Supplier's prior express written consent (e-mail, fax, Skype, etc.):
12. INTELLECTUAL PROPERTY RIGHTS
12.1 iLocalize's Intellectual Property Rights in the iLocalize Services.
The iLocalize Services, iLocalize Materials, iLocalize trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. iLocalize Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws.
Supplier, its affiliates and licensors retains all right, title and interest in such iLocalize Services, iLocalize Materials, iLocalize trade names and trademarks, and any parts or elements. Your use of the iLocalize Services and iLocalize Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein.
Any commercial or promotional distribution, publishing or exploitation of the iLocalize Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the iLocalize Services, iLocalize Materials and iLocalize trade names and trademarks not expressly granted in the Terms.
12.2 Content Owned by iLocalize.
Subject to these Terms and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content.
You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the iLocalize Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the iLocalize Services or as otherwise permitted by applicable law.
12.3 Client Data.
1. Special Terms apply to iLocalize Enterprise Users as specified in Section 12.3.3. Supplier may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Supplier may not otherwise use or display Client Data without Client's written consent. Supplier respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the iLocalize Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for Supplier's commercial, marketing or any similar purpose. Client expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the iLocalize Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the iLocalize Services operate, and to create new features and functionality in connection with the iLocalize Services in the sole discretion of Supplier.
2. Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the iLocalize Services. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the iLocalize Services and these Terms, and to grant the rights and license which are necessary to perform services hereunder, and (ii) Client Data, Supplier's or any iLocalize Licensee's use of such Client Data pursuant to these Terms, and Supplier's or any iLocalize Licensee's exercise of the license rights which are necessary to perform services hereunder. Client further affirms, represents, and warrants do that the Client does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any iLocalize Services Client has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Client and Supplier otherwise agree.
3. Special Terms for iLocalize Enterprise Users. (For iLocalize Users Only) As part of your voluntary contribution to any iLocalize project, by agreeing to these terms, you are acknowledging and agreeing that your name, username and email address will become embedded and part of the project and organization, which may be available to organization admins. You understand the removal of this information would be impermissibly destructive to the project and the interests of all those who contribute, utilize, and benefit from it. Therefore, in consideration of your participation in any project, you understand that retaining your name, username and email address, as described above, does not require your consent and that the right of erasure, as spelled out in the GDPR Article 17 (1) b does not apply. The legal basis for our lawful processing of this personal data is Article 6 (1) f ("processing is necessary for the purposes of the legitimate interests pursued by the controller").
If Client or a User provides Suppliers with any comments, bug reports, feedback, or modifications for the iLocalize Services ("Feedback"), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the iLocalize Services.
Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy, hateful or otherwise unlawful.
12.5. Public Projects.
Client or User (as the case may be) understands and agrees that any Client Data posted publicly and/or via Public Projects on the iLocalize Platform, may be viewed by others and Client or User agrees to allow others to view and use such Client Data. Client or User hereby grants Supplier and other Clients a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use such Client Data, unless otherwise is stated in a written contract between Client or User and a respective party.
12.6. Responsibilities of Project Owners.Project Owner is solely responsible for obtaining all necessary rights, licenses, agreements, authorizations and consents, by whatever name called, to display, publish, reproduce, distribute, modify, adapt, prepare derivative works of, perform, exploit, process and use all Client Data posted on the Project, regardless of whether it is posted by the Project Owner or a third party.
13. THIRD-PARTY SITES, PRODUCTS AND SERVICES
The iLocalize Services may include links to other websites or services ("Linked Sites") solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites.
ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Any content referred to as community provided is provided by third parties and not developed or maintained by iLocalize. By using any community marked code or libraries in your software development, you acknowledge and agree that iLocalize is not in any way responsible for the performance or damages caused by such community provided code or library.
14. DISCLAIMERS; NO WARRANTY
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE ILOCALIZE SERVICES, ILOCALIZE MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ILOCALIZE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE ILOCALIZE SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ILOCALIZE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ILOCALIZE SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ILOCALIZE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE iLocalize SERVICES, iLocalize MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the iLocalize Services, iLocalize Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.
Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.
16. LIMITATION OF LIABILITY
16.1 No Liability:
Supplier shall not be liable to the Client or User for any consequences resulting from:
In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third parties against the Client arising out of the Client's failure to:
16.2 Limitation of Liability.IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ILOCALIZE AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE ILOCALIZE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER THE "PAYMENT" SECTION ABOVE.
16.3 Exclusion of Consequential and Related Damages.IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
17. TERMINATION OF THESE TERMS
17.1 For Convenience.
These Terms may be terminated for convenience upon written notice to the other party as indicated in the "Notice" Section below:
17.2 For Cause.
These Terms may be terminated for default upon written notice to the other party as indicated in the "Notice" Section below:
17.3 Effect of Termination.
Upon termination of these Terms, Supplier shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.
If Supplier terminates these Terms as a result of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the iLocalize Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the iLocalize Services.
If Supplier has reasonable grounds to believe that the Client's or User's use of the iLocalize Services, including the Account may harm any third parties, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third parties.
18. WHO YOU ARE CONTRACTING WITH
18.1 General.By accepting these Terms, the Client is contracting with the Supplier iLocalize.
18.2 Governing Law and Jurisdiction.This Agreement shall be governed by and construed and enforced in accordance the substantive law of the United States.
19. GENERAL PROVISIONS
19.1 Relationship of the Parties.The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
19.2 Severability.If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
19.3 Entire Agreement.These Terms are the entire agreement between Client and Supplier regarding Client's use of the iLocalize Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier's prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable.
Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
19.5 No Waiver.Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
19.6 Notices.Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim ("Legal Notices"), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.
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