Terms of Use

The following Terms of Use govern your use of this interactive Lionbridge Web site (“Site”) and its content and/or localization, translation, terminology management services and/or other services (“Services”) rendered or to be rendered by Lionbridge. The terms of any agreement for the same subject matter with Lionbridge or any of its subsidiaries or affiliates take precedence over the terms and conditions contained herein.

By accessing or using the Site or Services, you agree to be bound by these Terms of Use. If you do not wish 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 Lionbridge.

1.2 Prior to using Corporate Services, you must identify Yourself using proprietary login credentials provided to you by Lionbridge 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 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 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 Lionbridge 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 Lionbridge shall be deemed provided by and enforceable against such business entity.

(b) You represent and warrant that You own or are the owner or authorized licensee of the Source Material(s) (defined below) and all components thereof, and you further represent and warrant that reproduction, localization, translation, adaptation, and transmission of the Source Material(s) through the Site or their use by Lionbridge 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 Lionbridge 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 Lionbridge, 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 Lionbridge servers or Site for all Services will be free from infection or viruses, worms, Trojan horses or other destructive code.

1.4 As an Account Holder, You must keep confidential and not send or disclose your username or password to any person other than Lionbridge. You must not store your username or password in any form in any location where either one is 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 Lionbridge reserves the right in its sole discretion to refuse to provide the Services at any time.

1.6 You agree that Lionbridge may suspend or deny further access to the Site or the Services for any reason whatsoever, or for no reason at all, including, without limitation, breach of these Terms of Use.

1.7 Privacy Policy:

(a) The process for registering as an Account Holder requires Account Holders to provide Lionbridge with contact information for the Client. Lionbridge may also collect personally identifiable information at other times. Lionbridge uses personally identifiable information for two general purposes: (i) to fulfill your requests for certain products and localization and translation services, and (ii) to contact you about special offerings and new products or services. You can choose to opt out of receiving non-essential communications from us by sending an e-mail to portal-privacy@lionbridge.com. Lionbridge may share non-personal aggregate or summary, information regarding its clients with business partners or other third parties, but Lionbridge will not distribute, rent, or re-sell the personally identifiable information provided by its Account Holders to third parties without consent. However, Lionbridge may send personally identifiable information to other persons or entities when (i) Lionbridge has Your consent to share such information, (ii) Lionbridge needs to share Your information to provide a product or service You have requested, (iii) Lionbridge needs to respond to a court order or is otherwise required to do so by law, or (iv) it becomes a matter of public knowledge other than by disclosure by Lionbridge.

(b) Lionbridge 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. Lionbridge may use Cookies to store each registered Account Holder's language preferences and other options that make re-ordering faster. The Cookies do not store an Account Holder's personal or sensitive information.

(c) An Account Holder shall, at all times, have the right to access and to review any personally identifiable data pertaining to such Account Holder retained by Lionbridge, and may amend, rectify or remove such personally identifiable data, by sending an email to portal-privacy@lionbridge.com

(d) To the extent any Source Material(s) contains personal data or personally identifiable information, you represent and warrant that any necessary consents required from the applicable data subjects in accordance with data protection or privacy laws and regulations have been obtained in order to permit Lionbridge to use, disclose, transmit and/or export such information to perform the Services.

(e) 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 Lionbridge of same.

(f) You are aware of Lionbridge’s privacy policy, which may be found at http://en-us.lionbridge.com/privacy-policy.htm, which is incorporated by reference herein.

1.8 You hereby agree to indemnify, defend and hold harmless Lionbridge and its past and present officers, directors, owners, employees, representatives, agents, successors and assigns, information providers, affiliates, suppliers, licensors and licensees (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, or otherwise arising from the use of the Site, Services or Deliverables, including, without limitation, reasonable attorney fees. You agree to defend, indemnify and hold harmless Lionbridge from any and all costs, expenses, liabilities, actions and fines arising out of, or in any way connected with, the materials, texts, documents, software or other items delivered to Lionbridge under a specific localization or translation project or its use by Lionbridge to perform the Services requested by You but excluding any infringement of copyright arising solely from the fault of Lionbridge. You shall cooperate as fully as reasonably required in the defense of any claim. Lionbridge reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

1.9 Lionbridge reserves the right, at its sole discretion, to vary and develop the elements of the Services offered on the Site and to add or delete modules, languages, or any other elements from time to time. Lionbridge also reserves the right to amend these Terms of Use from time to time. We encourage you to review these Terms of Use upon each visit to the Site because any changes will be binding upon 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 Lionbridge. You acknowledge that the Site may contain information, communications, software, photos, text, video, graphics, music, sounds, images, methodologies, inventions, innovations, know-how, databases and other material and services (including logos) (“Content”), which are provided by Lionbridge or by licensors of Lionbridge. 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 The Site is protected by copyright as a collective work and/or compilation, pursuant to United States copyright laws, international conventions and other copyright laws. 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 (except as expressly provided in this section of the Terms of Use), create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, 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 Lionbridge. Your use of the Services does not create a license or any other rights in Lionbridge trademarks, copyrights, patent rights, database rights, or sui generis rights, or any other intellectual property or proprietary rights of Lionbridge or its licensors.

2.4 All right, title, and interest in and to the material(s) You provide to Lionbridge or through the Site in order for Lionbridge to perform the Services (“Source Material(s)”) and, except as hereunder provided, the Deliverable(s) (defined below) upon payment to Lionbridge in full for such Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain Your sole and exclusive property.

2.5 With respect to materials licensed by Lionbridge from a third party and contained in the Site (“Third Party Software”), you acknowledge and agree that:  

2.5.1 any Third Party Software is copyrighted and licensed, and not sold, and Lionbridge does not pass title to such code;

2.5.2 the suppliers of the Third Party Software disclaim all implied warranties, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose;

2.5.3  You are prohibited from copying any Third Party Software, from preparing any derivative works, or from modifying the Third Party Software;

2.5.4 You may not assign, sublicense (except as specifically permitted by this Agreement), distribute (except as specifically permitted by this Agreement), lease, rent, or otherwise transfer the Third Party Software;

2.5.5.  You are prohibited from reverse assembling, reverse compiling or translating the Third Party Software; and

2.5.6 The limitation of liabilities described in these Terms of Use also apply to any third party supplier of Third Party Software.  Such third party supplier is an intended beneficiary of this section, and any rights of indemnification.  A list of such third party beneficiaries will be provided on written request.

2.6 Any localization tools developed by Lionbridge to perform the Services shall be owned by Lionbridge.

2.7 You acknowledge and agree that the Deliverables may incorporate works owned by third parties including but not limited to run-time libraries and DLLs (“Third Party Content”), and all Rights in such works shall remain with their respective owners subject to any rights or applicable licenses (i) Lionbridge may have to pass along to You, or (ii) that such third parties may grant directly to You, to utilize the Third Party Content.

III. SERVICES OFFERED ON THE SITE

3.1 The Services offered on the Site include localization services and translation services.

3.2 You can request a localization 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 APPLICABLE TO ALL SERVICES, PRE-EXISTING WORKS, DELIVERABLES AND USE OF THE SITE AND ITS CONTENTS

4.1 THE SITE AND ITS CONTENTS, THE SERVICES, ANY SOURCE CODE, THE PRE-EXISTING WORKS, THE DELIVERABLES AND ANY OTHER MATERIALS PROVIDED BY LIONBRIDGE OR THIRD PARTIES THROUGH THE SITE, OR AS A RESULT OF THE SERVICES, ARE PROVIDED ON AN “AS IS” BASIS. LIONBRIDGE MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS AS TO MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT OF THE SITE, SERVICES, PRE-EXISTING WORKS OR DELIVERABLES, OR OF QUALITY, PRODUCTIVENESS OR ACCURACY, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING, WITHOUT LIMITATION, THE ACCURACY, TIMELINESS OR USEFULNESS OF ANY OF THE CONTENT, MATERIALS, TRANSLATIONS OR SERVICES PROVIDED THROUGH THE SITE EVEN IF LIONBRIDGE HAS BEEN ADVISED OF SAME BY YOU. LIONBRIDGE ALSO EXPRESSLY DISCLAIMS THE APPLICATION OF ANY PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (ALSO COMMONLY REFERRED TO AS THE VIENNA CONVENTION) AND ANY LAWS INTENDED TO INCORPORATE THE PROVISIONS OF SUCH CONVENTION INTO LOCAL LAWS.

4.2 LIONBRIDGE 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 LOSS PROFITS, LOST REVENUES OR LOSS OF DATA) IN CONNECTION WITH YOUR USE OF THE SITE, AND ITS CONTENTS, SERVICES OR DELIVERABLES PROVIDED BY LIONBRIDGE (OR THIRD PARTIES ON BEHALF OF LIONBRIDGE), OR ANY DAMAGE OR LOSS OF ANY NATURE WHATSOEVER DUE TO INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, OR DELAYS IN PERFORMANCE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF LIONBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. LIONBRIDGE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO, NOR THE RETURN OF, ANY SOURCE MATERIALS. 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, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE.

4.3 LIONBRIDGE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, ABOUT THE LOCALIZATION OR TRANSLATION SERVICE, INCLUDING, WITHOUT LIMITATION, AVAILABILITY, ACCURACY, COMPLETENESS OR TIMELINESS OF ANY LOCALIZATION OR TRANSLATION. LIONBRIDGE DOES NOT WARRANT THE AVAILABILITY OF THE LOCALIZATION OR TRANSLATION SERVICE AS SUCH OR FOR ALL LANGUAGE PAIRS AT ALL TIMES. LIONBRIDGE DOES NOT ASSUME ANY RESPONSIBILITY FOR ENSURING THAT ANY DELIVERABLES COMPLY WITH LOCAL LAWS OR WILL BE COMPLETELY FREE OF ERRORS. LIONBRIDGE MAKES NO WARRANTY THAT USE OF THE DELIVERABLES OR USE OF ANY INFORMATION RELATING THERETO OR CONTAINED THEREIN SHALL NOT INFRINGE ANY PATENT, COPYRIGHT, OR TRADE SECRET OR ANY OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. YOUR CHOICE TO RELY UPON LIONBRIDGE SERVICES IS AT YOUR OWN RISK.

4.4 Lionbridge 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 Lionbridge liable for any damages whatsoever arising out of Your use of the machine translation services on this Site, including direct, indirect, incidental, consequential or punitive damages.

4.5 In no event shall the total aggregate liability of Lionbridge to any person (including Client) relating to the Site, the Services, the Pre-Existing Works, the Deliverables or otherwise arising from these Terms of Use exceed the amount paid by You and received by Lionbridge in consideration of a specific localization or translation project. You agree to defend, indemnify and hold harmless Lionbridge from any cumulative liability to anyone (including Client) which exceeds such limitation.

4.6 Nature of translation:

(a) You agree that a translation is of such complexity that it might have inherent differences, and You accept that a perfect translation of a word or sentence might be impossible. Lionbridge shall translate specialized terms by their usual and conventional meanings or using appropriate glossaries supplied by You, and otherwise make decisions based on Lionbridge standard translation procedures. Technical considerations may dictate variations between original and translated documents. Lionbridge 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, or where the text is incomplete or factually incorrect, 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 address, telephone number, and e-mail address.

We ask that You place the term “Notice of Infringement” in the subject line of all such notifications, and send the notification to: portal-privacy@lionbridge.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

6.1 It is strictly forbidden to link directly to the Services offered on the Site, without the express written permission of Lionbridge. A hyperlink to the general URL for the home page of the Site shall be permitted, provided You do not infringe Lionbridge's proprietary rights and You abstain from deep-linking or any other unlawful reference. Framing the Site with links, advertisements and/or other information not originating from the Site is expressly prohibited.

6.2 If you contract with Lionbridge via e-mail, or more generally via a computer network, or any other similar means of communication, you acknowledge that these means of communication possess, notably in terms of evidentiary force, the same validity as that conferred by a writing in a hard copy. You agree not to challenge the enforceability of any contract made with Lionbridge by reason that such contract was made using e-mail, a click-through process or through other electronic means.

6.3 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.

6.4 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.

6.5 The failure of either party to insist, in any one or more instances, upon the performance of any of the Terms or Conditions of 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.

6.6 Lionbridge reserves the right to change these Terms of Use at any time. Such modifications shall be effective immediately upon posting. You agree to review these Terms of Use periodically to be aware of such modifications, and Your continued access or use of the Site or Services shall be deemed to be Your acceptance of the modified agreement. Except for any revised versions of these Terms of Use which are posted on the Site, any other modification or amendment of these Terms of Use shall not be enforceable against Lionbridge unless evidenced by a signed writing executed by Lionbridge.

6.7 These Terms of Use shall be governed by, enforced and construed in accordance with the laws of the Commonwealth of Massachusetts, USA. Use of the Site or Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including, without limitation, this paragraph.

6.8 The parties hereby confirm their express wish that These Terms of Use and all documents relating thereto be drawn up in English only. Les parties aux présentes confirment leur volonté que le présent contrat de même que tous autres documents s'y rapportant soient rédigés en anglais seulement. In the event any non-English translation is provided of these Terms of Use, such translation shall be deemed provided for convenience purposes only, and the relationship between the parties shall be interpreted and enforced in accordance with the English language version of such Terms of Use.

6.9 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.

Copyright © 2006-2012. Lionbridge Technologies, Inc. All rights reserved. Lionbridge, Freeway, GeoFluent and Translation Workspace are trademarks of Lionbridge Technologies, Inc. in the United States and/or other countries.  Microsoft and the Passport sign-in and sign-out logos are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries. All other trademarks are registered trademarks or trademarks of the owner of the Third Party Software.