Corporate Translations
Client Terms of Use for Access to Website Portal
The following Terms of Use govern your use of this interactive Corporate Translations, Inc. (the “Company” or “CTi”) Website (“Site”) and its content and/or Linguistic Validation, translation, terminology, management services and/or other services (“Services”) rendered or to be rendered by the Company.? By accessing or using the Site or Services, you agree to be bound by these Terms of Use. If you do not agree to be bound by these Terms of Use, you cannot access or use the Site or Services.
I. GENERAL USAGE CONDITIONS
1.1 The Site is a communications medium by which clients can have access to and use Services offered by CTi.
1.2 Prior to using Corporate Services, you must identify yourself using proprietary login credentials provided to you by CTi which will allow you to access your account (“Account”) on the Site. Only an individual, acting either in his or her individual capacity or as an authorized representative on behalf of a company, may be an account holder on the Site (“Account Holder”). An Account Holder may only have one Account, such account being non-transferable.
1.3 Account Holder Warranties:
(a) As an Account Holder, you represent and warrant that you are at least 18 years of age and possess the legal authority to enter into an agreement to abide by these Terms of Use and to use this Site in accordance with all Terms of Use herein. You agree to supervise and will be responsible for any and all usage of the Site and/or Services under your Account, including any username and/or password associated with the Account. Any such use shall be deemed to constitute use by you and must comply with all the Terms of Use. You also represent and warrant that all information supplied through the Account is and will be true and accurate. You agree that no speculative, false or fraudulent information will be submitted and that the Services and/or this Site will be used only for legitimate business and lawful purposes. Where the Account Holder is a business entity, (i) You represent and warrant that You have the authority to bind such entity to these Terms of Use and will indemnify CTi in the event such entity disputes Your authority to so bind such entity, and (ii) any rights purported to be granted to You under these Terms of Use shall be deemed provided to and exercisable by such business entity and any rights, obligations, protections, limitations, exclusions, warranties or indemnities in favor of CTi shall be deemed provided by and enforceable against such business entity.
(b) You represent and warrant that you own or are an authorized licensee of the Source Material(s) (defined below) and all components thereof, and you further represent and warrant that reproduction, Linguistic Validation, translation, adaptation, and transmission of the Source Material(s) through the Site or their use by CTi and/or its agents to perform the Services shall not infringe upon any copyright, trademark, patent, trade secret, privacy or other right of any third party.
(c) By submitting any Source Material(s) to the Site or using the Services, You hereby grant or represent and warrant that the owner of such Source Material(s) has expressly granted to CTi a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, translate, modify, adapt, publish, transmit, create derivative works from, distribute, perform and display such Source Material(s) in an electronic environment or any other medium now known or later developed to the extent necessary to perform the Services.
(d) You agree not to upload to, distribute, or publish through the Site, or otherwise submit to CTi, any Source Material(s) that is harassing, abusive, threatening, libelous, defamatory, obscene, pornographic, profane, sexually explicit, or otherwise in violation of any law, including, without limitation, any criminal, trademark or copyright law. You shall not upload Source Material(s) (i) that encourages or promotes illegal activity, (ii) that discusses illegal activities with the intent to commit them, or (iii) that may give rise to civil or criminal liability in any way, or which violates federal, state, or local laws. You shall not upload materials intended to be used for the transmission of unsolicited e-mails (spam) or faxes. You shall not in any manner impersonate anyone else or misrepresent your true identity.
(e) You represent and warrant at all times that the Source Material(s) you upload to the CTi servers or Site for all Services will be free from known infection or viruses, worms, Trojan horses or other destructive code.
(f) You must not link directly to the Services offered on the Site, without the express written permission of CTi. A hyperlink to the general URL for the home page of the Site shall be permitted, provided you do not infringe CTi's proprietary rights and comply with the law. Framing the Site with links, advertisements and/or other information not originating from the Site is not permitted.
1.4 As an Account Holder, you agree to keep confidential and not send or disclose your username or password to any person other than a person employed by CTi. You must not store your username or password in any form in any location where they are capable of being read by any person other than yourself. You must not permit any other person, other than persons having your express written permission and under your personal supervision, to use your username and password to access and use the Services. You accept and assume total responsibility and liability for all aspects of use of the Services by all persons using your username and password.
1.5 CTi reserves the right in its sole discretion to change the Services provided, add or delete Services (including modules, languages or other elements), or refuse to provide the Services at any time.
1.6 You agree that CTi may suspend or deny further access to the Site or the Services for any breach of these Terms of Use, or for any reason as deemed necessary or warranted by CTi.
1.7 PRIVACY POLICY
(a) The process for registering as an Account Holder requires Account Holders to provide CTi with contact information for the Client. CTi may share non-personal aggregate or summary, information regarding its clients with business partners or other third parties as needed in the regular course of business.
(b) CTi may use a feature of your Web browser called a “Cookie” to assign a unique identification to your computer. Cookies are files that your Web browser places on your computer's hard drive. CTi may use Cookies to store each registered Account Holder's language preferences and other options that make servicing and use faster. The Cookies do not store an Account Holder's personal or sensitive information.
(c) To the extent any Source Material(s) contains personal data or personally identifiable information, you represent and warrant that any necessary consent required from the applicable data subjects in accordance with data protection or privacy laws and regulations have been obtained in order to permit CTi to use, disclose, transmit and/or export such information to perform the Services.
(d) To the extent any Source Materials contain any information, software, data or other materials which are subject to export controls or restrictions, you agree to advise CTi of same.
1.8 You hereby agree to indemnify and hold harmless CTi and its past and present officers, owners, employees, representatives, agents, successors and assigns, and business affiliates (collectively, the “Indemnified Parties”) from and against any and all liability, costs and expenses incurred by the Indemnified Parties in connection with any and all actions, claims, suits, demands, liabilities, costs or expenses arising out of or in any way connected to any breach by you, or by any other person using your Account, of these Terms of Use, including reasonable attorney fees. You agree to cooperate as fully as reasonably required in the defense of any claim. CTi reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
II. SITE CONTENT AND INTELLECTUAL PROPERTY
2.1 All rights, title, and interest to the Content (defined below) and Services of the Site are exclusively reserved to CTi. You acknowledge that the Site may contain information, communications, software, photos, text, video, graphics, sounds, methodologies, inventions, innovations, know-how, databases and other material and services (including logos) (collectively “Content”), which are provided by CTi its business affiliates. You agree and acknowledge that the Content and its use, and the use of this Site, are protected by copyright, trademark, and other intellectual property laws, that these rights are valid and protected in all forms, media and technologies now existing or later developed, and that except as specifically provided for in these Terms of Use, your use of the Content shall be governed and constrained by applicable copyright, trademark and other intellectual property laws.
2.2 Except as set forth in these Terms of Use, You may not, in whole or in part, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce, distribute, or in any way exploit, any of the Content, software, or materials used in connection with the Site.
2.3 Copying or storing of the Content of the Site is expressly prohibited without the prior written permission from CTi. Your use of the Services does not create a license or any other rights in CTi trademarks, copyrights, patent rights, database rights, or any other intellectual property or proprietary rights.
2.4 All right, title, and interest in and to any materials you provide to CTi through the Site in order for CTi to perform the Services (“Source Materials”) and, except as hereunder provided, any Deliverables upon payment to CTi in full for such Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain your property, or the property of the business entity for whom you are obtaining Services and receiving Deliverables.
2.5 To the extent that any pre-existing works (“Pre-Existing Works”) are incorporated into any Deliverables arising from the Services, (i) CTi shall retain all right, title and interest, including copyright, patent, trade secrets and other intellectual property rights (the “Rights”) in such Pre-Existing Works, including enhancements; (ii) CTi grants you a non-exclusive license to use such Pre-Existing Works as incorporated into any Deliverables to directly support your use of the applicable Deliverables.
2.6 Any Linguistic Validation tools developed by CTi to perform the Services shall be owned by CTi.
2.7 You acknowledge and agree that the Deliverables may incorporate works owned by third parties, and all rights in such works shall remain with their respective owners subject to any rights or applicable licenses (i) CTi may have to pass along to you, or (ii) that such third parties may grant directly to you.
III. SERVICES OFFERED ON THE SITE
3.1 The Services offered on the Site include Linguistic Validation services and translation services.
3.2 You can request a Linguistic Validation or translation project by uploading and submitting Source Material(s) to the Site. The final localized or translated version of such Source Material(s) will be referred to as a Deliverable (the “Deliverable”).
IV. DISCLAIMERS
4.1 CTi shall not be liable to you or any third party for any compensatory, direct or indirect, consequential, incidental, special, punitive or exemplary damage, or any loss incurred (including but not limited to lost profits, lost revenues or loss of data) in connection with your use of the Site, and its Contents, Services or Deliverables provided by CTi (or third parties on behalf of CTi), or any damage or loss of any nature whatsoever due to interruptions, deletions of files, errors, or defects. The exclusions of and limitations on liability contained in these terms of use shall apply regardless of the nature or source of the loss or damage.
4.2 CTi does not warrant the availability of the Linguistic Validation or translation service as such or for all language pairs at all times. CTi does not assume any responsibility for ensuring that any Deliverables will be completely free of errors.
4.3 CTi assumes no liability or responsibility for errors, omissions or ambiguities in the translations provided through its machine translation tool on this Site. In no event is CTi liable for any damages whatsoever arising out of your use of the machine translation services on this Site.
4.4 Nature of translation:
(a) You agree that a translation is of such complexity that it might have inherent differences, and you accept that an exact or perfect translation of a word or sentence might not be possible. CTi shall translate specialized terms by their usual and conventional meanings or using appropriate glossaries supplied by you, and otherwise makes decisions based on CTi standard translation procedures. Technical considerations may dictate variations between original and translated documents. CTi will use its judgment in the selection of terminology in a given field.
(b) A translation reflects the quality of the original written material. Where concepts are poorly expressed in the Source Material(s), where the wrong choice of language has been made, where typographical mistakes are present, where the text is incomplete or factually incorrect, or where other errors exist, the same inadequacies will appear in the translation.
V. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE POLICY
It is our policy to promptly respond to claims of copyright infringement. If you believe that an infringing copyrighted work is accessible on this Site, You may notify our registered copyright agent by sending the following information to the address listed below:
1. The signature of a person authorized to act on behalf of the owner of the copyright. This signature can be physical or electronic;
2. A statement that this person is authorized to act on behalf of the copyright owner;
3. A statement that this person has a good faith belief that the use of the material in the complained-of manner is not authorized either by the copyright owner, by the owner's agent, or by law;
4. A description of the copyrighted work that you claim has been infringed;
5. A description of where the material that you claim is infringing is located on the Site; and
6. Your complete address, telephone number, and e-mail address.
Please place the term “Notice of Infringement” in the subject line of all such notifications, and send the notification to:
Mary Gawlicki, President
Corporate Translation, Inc.
77 Hartland Street
East Hartford, CT 06108
mgawlicki@corptransinc.com?
We will process and investigate all notices of alleged infringement as required by the Digital Millennium Copyright Act (“DMCA”), and will, in accordance with the requirements of the DMCA, remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity. When we remove or disable access to any material claimed to be infringing, we may attempt to contact the user who posted such material in order to give that user an opportunity to respond to the notification. If the user posting the material gives a counter-notification claiming that the use is authorized, we will furnish that counter-notification to the complaining party, and will give the complaining party an opportunity to seek judicial relief under the DMCA before we replace or restore access to any materials.
VI. GENERAL PROISIONS
6.1 PAYMENTS
Where alternate credit arrangements have not been made between CTi and Client, payment must be made with a valid credit card in advance. Where credit arrangements have been agreed to between CTi and Client, Client shall pay CTi for work performed in accordance with the price quote for a project within thirty (30) days of receiving a valid invoice from CTi. Unless otherwise indicated on the invoice, all amounts are stated and payable in U.S. dollars. Any invoice not paid when due shall bear interest at the rate of twelve percent (12%) per annum (one percent (1%) per month), or the maximum rate permitted by law, whichever is less. CTi also shall be entitled to recover its collection costs, including fees and legal expenses. In the event CTi is unable to collect its fees for the Services, (i) CTi may suspend or discontinue the Services and/or (ii) CTi may withhold the delivery of any Deliverables.
6.2 Neither party shall be liable for failure in the performance of any of its obligations under these Terms of Use if such failure is caused by circumstances beyond the control of the party affected.
6.3 The Client who contracts with CTi via e-mail, or more generally via a computer network, or any other similar means of communication, acknowledges that these means of communication possess, notably in terms of evidentiary force, the same validity as that conferred by writing in a hard copy. Client agrees not to challenge the enforceability of any contract made with CTi by reason that such contract was made using e-mail, a click-through process or through other electronic means.
6.4 The obligations of the parties under the Terms of Use of These Terms of Use, which by their nature would continue beyond the termination or cancellation of These Terms of Use, shall survive such termination or cancellation.
6.5 SAVINGS CLAUSE
If any part of These Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect.
6.7 The failure of either party to insist, in any one or more instances, upon the performance of any of the terms or conditions in these Terms of Use, or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such term or the future exercise of such right.
6.8 These Terms of Use shall be governed by, enforced and construed in accordance with the laws of the State of Connecticut.
6.9 ENTIRE AGREEMENT
These Terms of Use is the entire agreement with respect to its subject matter and supersedes all prior or other proposals, understandings, agreements or other communications between the parties, whether oral or written, including but not limited to any material posted on the Site.
6.10? CTi also reserves the right to amend these Terms of Use from time to time. You will be notified of any material changes.
