Emerge Media, Inc. ("Emerge," “Translate,” "we," "us," "our") provides its services (the “Service(s)”) to you through its website Translate.com ("Site") and through its applications, subject to the following Terms of Service (as amended from time to time, the "Terms of Service," “Terms”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time.
Any changes will be posted on this page including the most recent revision date. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) the Site.
We do not provide human translations for the following types of content:
No refunds or translations will be given for these types of human translation requests.
Services Description: The Service is designed to provide accurate and efficient document translation (‘Translation(s)”) by third party translators (“Service Providers”).
Those under 13 years of age are not authorized to use this Site or our Services, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. We will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service: We reserve the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Use and Storage: You acknowledge that we may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that documents, data or other content will be retained by the Service and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any documents, data or other content maintained or uploaded by the Service. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
User Conduct: You are solely responsible for all documents, information, data, text, images, software, photographs, graphics, messages or other materials ("content") that you upload, post, publish or display (hereinafter, "upload") or email or otherwise use via the Service. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
Fees, Payment & Delivery: Payment may be required in order to use some aspects of our Service. Payments will be processed through a third party credit card processor and you agree to abide by its terms policies.
You agree to pay us the amount that is specified in the Service in accordance with the terms available on the Site at www.translate.com/pricing (“Pricing Page”) and in this agreement. We offer various plans which allow you to choose what works best for you.
Depending on the plan you choose, we may bill you monthly based off of the number of words translated, or may bill you when your account hits a specified amount as defined on our Pricing Page. A plan may include a limited number of translated words and therefore an additional charge may be applied for overages which may be billed monthly or when the account reaches a specified amount. We reserve the right to change our prices and will provide notice of the change on the Site. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with Services other than U.S. taxes based on our net income.
Your plan shall automatically renew for subsequent periods of the same length as the initial term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current term. For example, if you are on a monthly plan, you will be automatically charged each month until you provide us notice you do not wish to continue the service. If you cancel in the middle of the month, you will not be entitled to a refund for the remainder of the month. If you pay for an annual plan, you will be automatically renewed for another year on your renewal date. If you do not wish to renew your plan, please provide us notice of your intention.
No refunds shall be provided. However, in the event that you are not satisfied with our Service, you may submit a support ticket within 72 hours of receiving the product and we will redo the agreed upon translation. If you do not accept or reject a Translation within 72 hours of being notified of its completion, it will automatically be accepted.
All dates provided for the delivery and completion of Translations are approximate and not guaranteed. Time is not of the essence for delivery or performance, and no delay shall entitle you to reject delivery of the Service or a Translation. We will not be liable in any circumstances for the consequences of any delay in delivery or performance of the Service. All risk in the Translations shall pass to you.
Intellectual Property Rights
Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (collectively "Intellectual Property") protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Emerge, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Intellectual Property, in whole or in part, except that the foregoing does not apply to your own Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or our Intellectual Property other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith is the property of Emerge, our affiliates and our 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 us.
The Emerge name and logos are trademarks and service marks of Emerge and Translate.com (collectively "our Marks"). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Emerge.
Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our Marks displayed on the Service, without our prior written consent in each instance. All goodwill generated from the use of our Marks will inure to our exclusive benefit.
Third Party Material: Emerge shall not be liable in any way for any content or materials of any third parties (including users, translators, editors, and reviewers), including, but not limited to, 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. We reserve the right, although not obligated to, in our sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, we will have the right to remove any content that violates these Terms or is deemed by us, in our sole discretion, to be otherwise objectionable.
You agree that you must review and bear all of the risks and any damages associated with the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content that may have been subject of our Services.
Your Content: With respect to content or other materials you upload through the Service or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own (or have sufficient rights to) all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Emerge and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service on your behalf, in any form, medium or technology now known or later developed. This license also includes using any User Content and corresponding translation text to enhance, refine, and improve Emerge’s services.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions"), provided by you to Emerge are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Emerge, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Confidentiality: We will use reasonable measures to protect any content you provide to us for the purpose of completing the Services. We will not, without your prior consent, disclose to any third party your Content, other than furnishing such information to our directors, officers, employees, agents, consultants, contractors, representatives or affiliated entities who need to have access to such Confidential Information in accordance with the offered Services. We may be required to disclose information pursuant to lawful requests, such as subpoenas or court orders, or in compliance with applicable laws. Although we will use reasonable means to safeguard your information, we cannot and do not provide any guarantees regarding the effectiveness of the security we employ or our ability to prevent third parties, acting unlawfully, from obtaining information that you provide to us. We cannot and do not guarantee that any information provided to us by you will not become public under any circumstances. You should appreciate that all information submitted on the website might potentially be publicly accessible.
Copyrights: You agree to be solely responsible for the use of our translations and shall be solely responsible for abiding by all copyright. We shall not be responsible for any infringements of copyright laws by you or the content you have provided us for completion of the Service. You shall not hold us liable for copyright infringements through any use of our translation or through your use of any copyrighted material unbeknownst to us.
Disclaimer of Warranty:
YOU AGREE THAT USE OF COMPANY’S SERVICES AND THE SITE IS AT YOUR SOLE RISK. NEITHER COMPANY, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. NOR DO THEY MAKE ANY WARRANTIES REGARDING WHETHER OR NOT THE SERVICES MEET YOUR REQUIREMENTS OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OBTAINED FROM THE SITE.
THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY MATERIAL AND/OR DATA DOWNLOADED FROM THE SITE OR ANY SERVICES OBTAINED THROUGH OR PROVIDED BY COMPANY IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ANY SUCH DOWNLOAD OR USE OF SUCH INFORMATION OR OTHER RELATED TRANSACTION. WE MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY DOCUMENTS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL EMERGE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID US IN THE LAST SIX (6) MONTHS, OR, IF GREATER, 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 OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Indemnification & Release:
You agree to defend, indemnify and hold harmless Company, any parent company, officers, directors, employees and agents, from and against any and all claims and expenses, including but not limited to reasonable attorneys’ fees, arising from your use of the Site and any products or services purchased by User in connection with the Site.
To the extent the law permits, you release us from any and all claims or liability related to the Service, including but not limited to, any action or inaction of a translator/editor/reviewer, service provider’s failure to comply with applicable law, and failure to accurately perform a service or deliver a good. You agree that you are solely responsible for your interactions with any other user in connection with the Service and we will have no liability or responsibility with respect thereto.
Under no circumstances will we be liable for any loss or damage caused by your reliance on information obtained through Translate.com. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through our Site and Services.
If you are a California resident, you agree to waive California Civil Code Section 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." If you are a resident of another jurisdiction, you agree to waive any comparable statute or doctrine.
This Agreement is governed, construed, and interpreted by, through and under the laws of the State of Illinois without regard to its conflicts of law provisions. By using this Site, you agree that:
(1) Any claim, dispute, or controversy you may have against Company arising out of, relating to, or connected in any way with this Agreement, or this Site, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures (“Rules and Procedures”) established by AAA;
(2) AAA will decide the location of the arbitration pursuant to the Rules and Procedures, provided that such location would be reasonably convenient for User, or at a location which is mutually agreed upon by User and Company;
(3) Arbitrator will apply Illinois law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law;
(4) There shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the User’s and/or Company’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated;
(5) In the event that User can show that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the User’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and
(6) With the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable, illegal or otherwise conflicts with the Rules and Procedures established by AAA, then the remainder of this provision shall remain in full force and effect and shall be construed as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.
If subpart (4) is found to be invalid, unenforceable or illegal, then neither You nor Company shall be entitled to arbitrate your dispute.
Please refer to the AAA website at http://www.adr.org for more information on AAA and its Rules and Procedures.
You agree that we may suspend, terminate or discontinue the Site at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice. We reserve the right to immediately terminate or suspend any User accounts or passwords in the event that User violates any of the terms and conditions of this Agreement or engages in any conduct which we, at our sole discretion, consider it to be unacceptable. In the event of any termination, you will immediately cease access to the Site and Services. You agree that Emerge will not be liable to you or any third-party for any termination of your access to the Service
For contractual purposes, you consent to receive communications from us in an electronic form, and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
You may not rent, lease, license, grant a security interest in, or otherwise transfer, assign, or sublicense your rights hereunder to any third party.
At any time, we may, in our sole discretion and without providing notice or obtaining your consent, assign this entire Agreement or delegate some or all of its responsibilities hereunder.
You may contact us at the following email address: [email protected]
Effective: April 7, 2017
What Kind of Personal Information Does Translate.com Gather?
Any information we gather from users enables us to personalize and improve your experience on Translate.com. We may display some of the personal information for identification purposes as well. Here are the types of information we gather.
Information You Give To Us
We receive and store any information you enter on our Website or give us in any other way. The types of Personal Information you might supply to us which we store may include your name, e-mail address, physical address, zip code, phone number, your age, gender, IP address, browser information, and any content you provide us in order for us to offer you our Services. It is up to you to choose whether or not to provide us with certain information. The absence of certain information may preclude you from receiving our Services.
We use this information to provide our Services, communicate with you, customize the Website to enhance your browsing experience, to allow others to interact with you, and to improve our Website.
Service Providers view the content (“Content”) submitted by you for any translations (“Translation(s)”). Please remember that the Content you submit and any information that is disclosed in the course of using the service provided by Emerge and/or participating in any of the public pages available via the website may become public information; accordingly, you should exercise caution when deciding to disclose any personal information when placing an order. Please do not submit Content that may contain crucial confidential information, such as medical records, as we do not guarantee confidentiality.
We may use “cookies” and other technologies to enhance your online experience and to learn about how you use our website and services. A “cookie” is a small file containing a string of characters that uniquely identifies your browser. Our servers may also automatically record information when you visit Translate.com, including the URL that directed you to our website, your IP address, browser type and the date and time of your visit.
We may receive an email confirmation when you open an email from Translate.com. We use these confirmations to help us make emails more interesting and helpful and to improve the Website and our services.
You, as a user of Translate.com, may opt out of receiving further emails by following the instructions to unsubscribe within the email sent to you.
Credit Card Information
When paying for goods or services via credit card, we require you to enter your credit card number, expiration date, card type (MasterCard, Visa, etc.), card holder name and card security code. This information is entered directly on to a page hosted by our credit card payment processing provider, who store these details in encrypted format and provide us with a 'token' that we store and use to refer to the card for transactional purposes.
They also provide us with the first six and last four digits of the card number, the card holder name, and the expiration date which we store to assist in identifying which card you wish to use in the future. We do not store the full credit card number at any time.
We may, from time to time, run promotions on Translate.com. We will collect any information you give to us here to enter the promotion and store it in our database.
This information will be used to communicate with you regarding the promotion. As with most communications from us, as a User, you may opt out of these communications by following the specified instructions.
Information from Other Sources
We may retain any data you provide to us in an email or other inquiry. This allows us to, among other things, track the certain types of questions submitted to us, analyze specific trends, and otherwise enhance the Services we provide.
Will Translate.com Share Any of My Information?
We will not sell, rent or lease your personal information to others who are not affiliated with us or we do not maintain a relationship with to provide you our Services. We do, however, share Personal Information as described below:
Shared Personal Information of Users
We may also provide your personal information to third parties for various reasons.
We may have a good faith belief that access, use, preservation or disclosure of personal information is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or legitimate governmental request, (b) detect, prevent, or otherwise address suspected fraud, security or technical issues, (c) enforce any applicable Terms of Service, including investigation of potential violations thereof, or (d) protect against imminent harm to the rights, property or safety of Translate.com, its customers or the general public as required or permitted by law.
Certain information you post or provide through Translate.com, such as your name, profile, comments, collections and reviews, may be shared with other users and posted on publicly available portions of Translate.com, including without limitation, social media applications and other public forums in which you choose to participate. Keep in mind that any information, including Personal Information, you choose to disclose in such public forums may be accessible by other consumers and companies and may appear on other websites or web searches, and therefore this information could be read, collected, and used by others. We have no control over who reads your postings or what other users may do with the information you voluntarily post.
If you provide us with any feedback, we may use and disclose such feedback for any purpose, provided we do not associate such feedback with your Personally Identifiable Information. You hereby agree that any comments and any email you provide your feedback in becomes our property and that we may use feedback for marketing purposes or to add to or modify our services without paying any royalties or other compensation to you.
What Kind of Security Does Translate.com Use to Protect My Information?
The Personal Information you maintain in your User Account is protected by a password and your email address. It is recommended that you do not share your password with anyone.
We employ industry-standard security measures to protect data and seek to partner with companies who do the same, but we cannot guarantee the security of any information transmitted to or from the Website, and are not responsible for the actions of any third parties that may receive any such information.
What About the Children?
Translate.com is not intended for use by children under the age of 13. If you are under 13, you may not submit information about yourself to Translate.com. If we become aware that we have collected any personal information from children under 13, we will delete such information from our database.
If your child under 13 has registered with Translate.com, you may send an email to [email protected] and request that we delete your child’s personal information from our systems.
Changes to This Policy.
How Do I Contact You?
Emerge Media, Inc.
1142 West Madison
Chicago, IL 60607
This Service Provider Agreement (this "Agreement") is entered into by and between Emerge Media, Inc. ("Company") and you ("Consultant" or "you") (each herein also referred to individually as a "Party," or collectively as the "Parties"), and governs your performance of Services (as defined below). By performing Services, you are consenting to the terms and conditions of this Agreement. If you do not agree to all of the terms of this Agreement, you must not provide Services. In addition, when using certain services provided by Company, you will be subject to any additional terms applicable to such services, including without limitation the Terms of Service located at www.translate.com/legal . All such terms are hereby incorporated by reference into this Agreement.
1. Services; Payment; No Violation of Rights or Obligations. In consideration for compensation received, you agree to perform and deliver the translation, review, or editing of user content (“Deliverables”) as requested by us from a Translate.com customer from time to time (the “Services”).
Payment will be handled in accordance with the published rates we have quoted and provided our customers. Rates are subject to change and are found at www.translate.com/pricing. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant. Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant's own or any third party's confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
You agree that any compensation you accrue by working under this Agreement will be paid to you via PayPal. No other method of payment will be used by us in order to compensate you. Your account must be at a minimum of $20 in order for you to cash out via PayPal via your account. If you wish to terminate your account and have not yet reached $20, please submit a support ticket at http://support.translate.com and we will manually process the PayPal payment to you.
2. Proprietary Information; Confidentiality. Consultant shall not use any Confidential or Proprietary Information for any purpose except to evaluate and complete the performance of services related to this Agreement and specific project. Proprietary and Confidential Information includes all Deliverables, and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant during the period that Consultant is to be providing the Services that relate to Company or Service. Proprietary information also includes information received in confidence by the Company from its customers or suppliers or other third parties. Consultant shall take reasonable measures to protect the secrecy of and avoid disclosure of any Confidential or Proprietary Information.
You may not reproduce or otherwise use or distribute any customer content or information. You agree to treat all customer content in confidence and will be held solely responsible for any damages caused by such a disclosure.
Proprietary Information shall not, however, include any information that Consultant can establish (i) was publically known or made generally available without a duty of confidentiality prior to the time of disclosure to Consultant by us; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Consultant by us through no action or inaction of Consultant; or (iii) is in the rightful possession of Consultant without confidentiality obligations at the time of disclosure by us to Consultant as shown by Consultant’s records kept in the ordinary course of business. Upon termination or as otherwise requested by Company, Consultant will promptly provide to Company all items and copies containing or embodying Proprietary Information (including without limitation all Deliverables), except that Consultant may keep its personal copies of its compensation records and this Agreement.
3. Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant's original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant may not assign or otherwise transfer this Agreement, by operation of law or otherwise, without the written consent of Company. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void.
4. Expectations. You agree to provide quality and reasonably accurate translations under this Agreement. If you fail to meet our quality standards in your performance under this Agreement, we reserve the right, in our sole discretion, to terminate this Agreement at any time or revoke your qualification level.
5. Intellectual Property. You agree that all right, title, and interest in any copyrightable material, including but not limited to all material we receive from you, and arising out of, or in connection with your performance under this Agreement, is the sole property of Emerge Media and you reserve no rights in that material.
6. Avoidance of Conflict of Interest. Consultant represents and warrants that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from fully complying with the provisions in this Agreement. Consultant further represents and warrants that Consultant has full power and authority to enter into this Agreement and perform Consultant's obligations hereunder.
7. Term and Termination. The term of this contract begins on the date which you accept and agree to this Agreement. You agree to be bound by this Agreement for every project that you provide your services for. This agreement may be terminated, for any reason, and at any time by you or us. Sections dealing with the handling of Confidential or Proprietary Information and any remedies for breach of this Agreement shall survive any termination or expiration.
8. Relationship of the Parties; Independent Contractor. For purposes of this agreement and for the services you provide, you will be classified as an independent contractor. You are not an employee, agent, partner or joint venturer of Company and shall not bind nor attempt to bind Company to any contract. You are not authorized to hold yourself out as an agent of the Company at any time or on any medium. You shall perform services diligently so that any projected time goals set by the customer or the Company are met and reasonably accurate results are obtained for the customer. You shall be solely responsible for the determining the method, mode, manner and hours (within the projected timeframe) in which the Services are performed under this Agreement. You are responsible for any expenses incurred by you during the performance of this Agreement. You acknowledge and agree that you are obligated to report all compensation received from us pursuant to this Agreement as income and the obligation to pay any and all taxes on such income is your responsibility. You agree to indemnify Company from any and all claims, damages, liability, settlement, attorneys' fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement or any other action or inaction by or for or on your behalf.
9. Assignment. This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company may fully assign and transfer this Agreement in whole or part.
10. Electronic Communications. For contractual purposes, you consent to receive communications from us in an electronic form, and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
11. Indemnification. You agree to indemnify and hold harmless Emerge and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) your negligent, reckless or intentionally wrongful acts, (ii) a determination by a court or agency that you are not an independent contractor, (iii) your breach of any of the covenants contained in this Agreement and other legal terms on Translate.com, (iv) your failure to perform your duties in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the use of any of your deliverables under this Agreement.
12. Governing Law/Arbitration. This Agreement is governed, construed, and interpreted by, through and under the laws of the State of Illinois without regard to its conflicts of law provisions. You agree to resolve any claim, dispute, or controversy according to the arbitration provision in the Terms of Service of Translate.com.
13. Remedy. Except as provided by the act and this agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between consultant and the company. Accordingly, except as provided for by the act and this agreement, neither consultant nor the company will be permitted to pursue court action regarding claims that are subject to arbitration.
Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies.
14. Liability Limitation. Notwithstanding anything else herein, except for indemnity obligations or breaches of confidentiality, in no event will either party be liable to the other party with respect to this agreement under any legal or equitable theory for (i) any special, indirect, incidental, or consequential damages, or (ii) any amount in the aggregate in excess of the fees paid (or payable) to such party by the other party hereunder.