1) These terms and conditions (the “Terms”) shall apply to all language services including translation, localization, interpretation, multimedia and other services (the “Services”) that LocaliZone Translation and Localization, LLC provides to you (the “Client”).
All Services performed by LocaliZone shall be governed by these Terms unless the Parties have executed a separateServices Agreement for the Services at issue.

2) Language Services
LocaliZone shall perform language-related Services in accordance with the standards of care and diligence ordinarily exercised bya skilled translator or interpreter in performing services of a similar nature.
Client understands and acknowledges that language translation, interpretation,editing, proofreading, formatting, and other Services may vary depending on differences of nationality and region, in dialect and colloquialisms, and inmeaning, nuance and usage that do not translate precisely from one language to another, and LocaliZone will not be held liable for these variations inword choice.
Client also acknowledges that certain terms and terminology particularly used in specialized activities or among specialized groups (i.e.,medicine and various scientific specialties) may involve the use of technical terms where meanings, implications, and nuances may vary from locale to locale,and LocaliZone will not be held liable for these variations either.

3) Acceptance of Translation Services
With respect to translation-related Services, Client shall promptly review the deliverable associated with anyServices when it is received and shall promptly notify LocaliZone electronically of any claimed nonconformance of such deliverable to the quality standards of the Services. LocaliZoneshall use commercially reasonable efforts to correct any nonconformance identified by Client.
Such review by LocaliZone shall be limited to mistranslations, missing translations, spelling or grammatical errors, nonconformance withstyle guides, guidelines, and terminology databases or glossaries provided to LocaliZone by Client or developed by LocaliZone and approved by Client.
Any changes by Client to the meaning of the original text, making preferential changes, contradicting previously approved translations, terminology, orstyle guides, contradicting generally accepted industry, locale, or use standards, or introduction of grammatical or factual errors shall not be included in such review by LocaliZone and would be subject to payment of additional Service Fees.

4) Acceptance of Quotations for Orders and Additional Client Responsibilities.
With respect to all Services, it is Client’s responsibility to confirm all elements of the order and answer all questions requested by LocaliZonefollowing its receipt of the order and following the submission of a quotation to the Client, and to confirm acceptance of all elements of the quotation.
LocaliZone disclaims any responsibility for any losses arising from the use of any incorrect input provided by Client. Client agrees that payments willbe made in the currency noted on our invoice and in accordance with the terms provided. Unless otherwise stated, all quotations shall expire after ninety(90) days of issuance.

5) Payment
Client agrees to promptly pay LocaliZone all fees associated directly and indirectly with the Services (the “Service Fees”). Those fees areincluded in (a) the order confirmation provided by LocaliZone to the Client, (b) the quotation provided by LocaliZone to the Client, and/or (c) the invoice(s)issued by LocaliZone to the Client, each in connection with the Services.
All fees and expensesare due and payable on or prior to the thirtieth (30th) day from the date of LocaliZone’s invoice unless Parties agree otherwise. Payments not timely received shall be subject to alate fee equal to two percent (2%) of the outstanding amount per month.
For on-site interpretation services, Client shall reimburse LocaliZone for preapproved travel expenses incurred inconnection with the provision of Services.
With respect to translation costs only, the final translation cost will be determined by the actual word count and is also subject to any additional fees referenced in paragraph 3.

6) Confidential Information
a. Unless the Parties have executed a separate non-disclosure agreement that pertains to the Services, the Terms contained in this paragraph shall apply.
This paragraph shall remain valid for a period of three (3) years after the completion of Services by LocaliZone.
b. LocaliZone acknowledges that LocaliZone may, in the course of providing Services pursuant to these Terms, be exposed to or acquire information thatis proprietary to Client. LocaliZone acknowledges that such information is the sole and exclusive property of Client and that the maintenance of the confidentialitythereof is essential to Client’s ability to conduct its business. LocaliZone agrees to hold all “Confidential Information” (defined below) in confidenceand not to use any such Confidential Information or disclose the same to any third parties, except as may be required in connection with the performanceof the Services. LocaliZone further agrees not to copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of any such ConfidentialInformation, and to safeguard the information against disclosure to others with the same degree of care as exercised by LocaliZone with its own confidentialinformation.
c. As used in these Terms, Confidential Information shall include any and all information designated by Client as Confidential. Confidential Informationmay include, if designated by Client, information relating to (i) the existence of the request for Services, (ii) the substance of any source materials,and (iii) the nature and/or content of the Services. Confidential Information does not include information that is or in the future becomes public knowledgeother than through acts or omissions of LocaliZone in violation of this provision or that which is lawfully obtained by LocaliZone from sources otherthan Client or developed by LocaliZone without reference to any Confidential Information of Client.
d. A disclosure of Confidential Information by LocaliZone that is (i) in response to a valid order by a court or other governmental body, (ii) otherwiserequired by law, or (iii) necessary to establish the rights of either party under this Agreement, shall not be considered a breach of these Terms or awaiver of confidentiality for other purposes; provided, however, that LocaliZone shall provide prior written notice thereof to Client in order to enableClient to seek a protective order or otherwise prevent such disclosure.

7) Intellectual Property
a. Client represents and warrants that (i) Client owns or has obtained all necessary rights, title and interest, in and to the material to be translatedor otherwise worked on by LocaliZone, including and without limitation all applicable copyrights, trademarks or service marks, or licenses thereunder,with respect to written materials or designs; the rights and titles for film and audio productions; and any necessary patent rights or license thereunderwith respect to technical materials, and that (ii) neither the translation, interpreting nor other Service to be performed by LocaliZone with respectto such materials, or any copying in connection therewith, will infringe or otherwise violate the rights of any third parties.
Client shall indemnify andhold LocaliZone harmless from and against (I) any claims of any person or entity arising in connection with any challenge to Client’s rights to, or useof, the materials, any allegation or infringement or violation of a third party’s rights, or any other circumstances calling into question the accuracyor truth of Client’s representations and warranties above, whether or not such challenge or allegations are ultimately successful in legal proceedings;and (II) any and all costs, expenses, attorney’s fees and disbursements, losses and damages of any kind incurred by LocaliZone as a consequence of or inconnection with such claim, whether or not LocaliZone was named as a party to any action or proceeding in connection therewith.
b. Subject to the foregoing, LocaliZone acknowledges that all deliverables shall belong to Client and that LocaliZone shall have no rights therein.

8) Non-Solicitation
Client hereby understands and acknowledges that LocaliZone has expended extensive time and resources in finding, hiring, retainingand/or training its employees, independent contractors, consultants, or agents. Accordingly, Client hereby agrees that while these Terms are in effectand for a period of two (2) years thereafter, Client shall not directly or indirectly solicit or hire or attempt to solicit, hire, retain the servicesof, or engage any employee, consultant, independent contractor, or agent of LocaliZone.

9) Cancellation
Client may cancel translation or other Services, except interpretation, at any time and will be responsible for the cost of any Servicespartially or wholly completed up to the time of cancellation unless cancelation is within the first hour after acceptance of the Service. LocaliZone will issue an invoice for the cost of any Services partially or wholly completedprior to cancellation. For interpretation assignments only, Client may cancel or postpone the Services up to two (2) business days prior to the assignment.
For interpretation assignments only, cancellation or postponement one (1) businessday prior to the assignment will result in a required payment by Client of 100% of the total minimum expected fee, plus any incurred expenses. Note thatfor certain languages, cancellation terms may vary, but will always be spelled out in advance if different than the Terms contained in this paragraph.

10) Remedies
The Parties recognize that violation of covenants and agreements contained in Sections 6, 7 and 8 of these Terms may result in irreparableinjury to the other party which would not be fully compensable by way of money damages. Each party acknowledges and agrees that any violation or threatof any violation of such provisions may be appropriately addressed by legal and/or equitable relief, including but not limited to a temporary restrainingorder or other injunction.

11) Limitation on Liability
LocaliZone makes no warranties of any kind, expressed or implied, including, without limitation any warranties of merchantability,fitness for a particular purpose, or otherwise, except that it will perform the Services in accordance with the standard of care set forth herein. Notwithstandinganything to the contrary, LocaliZone shall not be liable for any losses, claims, causes of action, expenses, judgments, fines, penalties or damages ofany nature or kind, including without limitation special, direct, indirect, incidental or consequential damages, exceeding the fees collected by LocaliZonefor Services rendered related to the specific deliverable request from Client.

12) Entire Agreement; No Waiver
Subject to Paragraphs 1 and 6(a), these Terms (along with the quotation and/or order confirmation associated with theServices) constitute the entire agreement and understanding between the Parties with respect to the subject matters herein, and supersede and replace anyprior agreements and understandings, whether oral or written between them with respect to such matters. These Terms may be waived, altered, amended orrepealed in whole or in part only upon the written consent of both Parties. The failure of either party at any time to require performance by the otherparty of any provision hereof shall not affect in any way the right to require such performance at any time thereafter, nor shall the waiver by eitherparty of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach of the same provision or any other provision. Any specificterms and provisions contained within the quote or order confirmation provided by LocaliZone and included with these Terms will control with respect toany conflicts between those terms and the Terms set forth herein. LocaliZone’s provision of Services is expressly limited to, and expressly made conditionalon, the Client’s acceptance of these Terms. LocaliZone objects to any different or additional terms.