Welcome to www.localizejs.com, an internet platform ("Website") owned and operated by Localize Corporation, a Delaware corporation ("Localize", "we", "our", or "us"). In order to use the Localize Service, as "Service" is defined below, you must agree to this Terms of Service (this "Terms of Services" or "Agreement") which govern your access to and use of our Website and Service. This Agreement contains many legal disclosures that you should read carefully.
This Agreement is a legally binding contract between you and Localize. By using the Service, you agree to be bound by this Terms of Service and you agree that you are not barred under any applicable law from entering into this Agreement. If you are using the Service on behalf of an organization, you are agreeing to this Terms of Service for that organization and you represent that you have the authority to bind that organization to this Agreement. In that case, "you" and "your" will refer to that organization.
Localize reserves the right to update and change this Terms of Service from time to time. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of this Terms of Service at any time at: https://localizejs.com/legal/terms
1.1 Localize is a website providing certain services and multi-purpose translation tools (the "Service").
1.2 We may change the Service over time as we refine and add more features and may need to stop, suspend, or modify the Service, content or features at any time without prior notice to you. We may also remove any content from the Service at our discretion.
2.1 You understand and acknowledge that there may be interruptions in service both within and outside of our control. While we use reasonable efforts to keep the Service accessible, the Service may be unavailable from time to time for any reason including, without limitation, routine maintenance.
2.2 You understand and acknowledge that due to circumstances both within and outside of our control, access to the Service may be interrupted, suspended or terminated. We retain the right at our sole discretion to deny service, or access to the Service to anyone or any account, at any time and for any reason.
3.1 You are required to register with Localize if you want to use the Service. You are solely responsible for your conduct, the content of your website and words, and your communications with others while using the Service. You are also solely responsible for any and all activities that occur under your account. In the course of your use of the Service, you may be asked to provide certain personalized information to us. Our information collection and use policies with respect to the privacy of such information are set forth in our Privacy Notice which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of such information.
3.2 The Service provides features that allow you to share your words with others or to make it public. Please consider carefully what you choose to share or make public. Localize has no responsibility for that activity. Additionally, you are fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Service. Please do not copy, upload, download, or share files unless you have the right to do so.
3.3 You agree to provide accurate, current and complete information to Localize in connection with your use of the Service. You will immediately notify Localize of any unauthorized use and you will not use Localize to access or use third-party services to which you do not have the right to access. Localize reserves the right to suspend or terminate your access to the Service if any information provided to Localize in connection with your use of the Service proves to be inaccurate or incomplete.
3.4 You agree not to do any of the following while using the Service:
4.1 Subject to this Terms of Service and any additional terms and conditions you may agree to with us, Localize grants you a limited, revocable, non-transferable and non-exclusive license to use the Service.
4.2 This Terms of Service does not grant you any title or interest in the Service, content, software or other intellectual property rights in or available through the Service. Nothing in this Agreement and/or in granting the License shall constitute a waiver of our intellectual property under any law.
4.3 Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
4.4 Any use of the Service that violates this Terms of Service (including any violation of the restrictions set forth in Section 3.4 hereof) shall be determined by Localize, in its sole discretion, and we reserve the right to terminate or suspend your account if we determine you have not complied with this Terms of Service. Localize may also terminate or suspend your account if you are delinquent in any amount due to Localize by more than 30 days.
4.5 By using the Service you may submit to Localize content such as files, phrases, or translations ("Content"). You agree to and hereby grant Localize a limited license to use the Content as reasonably necessary to provide the Service. Localize does not claim ownership of Content. Content added to the Localize system is owned by the primary account owner(s) or the organization the primary account owner(s) are using Localize on behalf of.
5.1 By giving us access to data for us to collect, store, and process through the Services, you represent and warrant that you have all necessary consents or other authority under applicable law, including, without limitation, applicable data privacy laws, for Localize to collect, store, and process such data consistent with this Agreement. You also represent and warrant that the transfer of data to Localize by you or your end users, and Localize's collection, storage, and processing of such data, will not violate any applicable law, including, without limitation, applicable data privacy laws.
5.2 The Services may include features that make it possible for you to share words with others or to make it public. You agree that you are fully responsible and liable for what is copied, shared, uploaded, downloaded or otherwise made public in connection with your use of the Services. You will not copy, share, upload, download, or make public files unless you have the right to do so.
5.3 You agree that you will not use the Services to collect, store, or have processed (or otherwise provide or have provided to Localize) protected health information, as defined in the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, "HIPAA"), unless and until you and Localize have executed a legal compliant HIPAA Business Associate Agreement ("BAA"), in a form approved by Localize that governs the provision to and processing of such data by Localize. You agree that it is your responsibility to notify Localize of the need to enter into a BAA and to ensure that a compliant BAA is executed, prior to Localize being provided with or processing protected health information.
5.4 You agree that you will not use the Services to collect, store, or have processed (or otherwise provide or have provided to Localize "personal data," as defined under the EU General Data Protection Regulation 2016/679 ("GDPR"), unless and until you and Localize have executed a legal compliant data processing agreement ("DPA"), including provisions required under Article 28 of GDPR, in a form approved by Localize that governs the provision to and processing of such data by Localize. You agree that it is your responsibility to notify Localize of the need to enter into a DPA and to ensure that a compliant DPA is executed, prior to Localize being provided with or processing personal data on your or your end users' behalf.
5.5 You agree to provide prominent notice to your customers that Localize may process personal data on their behalf, including a link to our Privacy Notice.
6.1 You will not use the Service to offer, display, distribute, or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.
6.2 Localize respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), Localize responds expeditiously to claims of copyright infringement.
6.3 If you are a copyright owner, or are authorized to act on behalf of one or authorized to act under any exclusive right under copyright and you wish to send Localize a notice of alleged copyright infringement, complete the following DMCA Notice of Alleged Infringement and deliver it to Localize's Designated Copyright Agent at firstname.lastname@example.org:
7.1 This Terms of Service does not grant you any title or interest in the Service, content, software or other intellectual property rights in or available through the Service. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
7.2 The Localize name and logo are the intellectual property of Localize and are protected by copyright, trademark, and other laws of both the United States and foreign countries. This Terms of Service does not grant you any rights to use our trademarks, logos, domain names, or other brand features. Our partners may also have additional proprietary rights in the content which they make available through the Service.
8.1 Localize will charge you to use the Service when you sign up for a monthly or annual subscription (any subscription, monthly or annual, is referred to herein as "Subscription"), which requires you to affirmatively select a Subscription and purchase that Subscription by entering your credit card information. We will also charge you for any order you submit for translations with a third-party provider through the Service.
8.2 You authorize us to charge and/or place a hold on your credit card with respect to any unpaid charges related to your use of the Service. You authorize the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and you agree that your acceptance of this Agreement is authorization to the issuer of the credit card to pay all such amounts. You authorize us to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your credit card until such amounts are paid in full.
8.3 All monthly Subscriptions will be billed on a recurring monthly basis on the monthly anniversary of your Initial Subscription Date. All annual Subscriptions will be billed on a recurring annual basis on the annual anniversary of your Initial Subscription Date.
8.4 All Subscriptions will automatically renew for successive terms of the same previous duration, requiring no additional action on your behalf. Localize is not required to provide you notice of the automatic renewal. Should you desire to end the automatic renewal of your Subscription, contact Localize Support (email@example.com).
8.5 Pricing of the Service, including but not limited to Subscriptions, are subject to change upon 30 days' notice from us.
8.6 Localize will provide machine translations as part of the Service, with monthly character limits based on your subscription plan. If this limit is exceeded, you may contact support to request a machine translation limit increase, subject to additional fees.
9.1 All refunds related to Localize, the Service and Subscriptions are at our sole and absolute discretion.
9.2 Annual subscriptions are provided with a 30-day, 100% money back guarantee. You may receive a refund by contacting Localize Support (firstname.lastname@example.org) within 30 days of your initial purchase. After that thirty-30 day window, we will not provide a refund. We do not prorate refunds or offer partial refunds.
9.3 We do not prorate refunds or offer partial refunds for monthly subscriptions.
9.4 We do not refund payments for any order you submit for translations with a third-party provider through the Service, regardless of the quality of the product delivered by the third-party provider.
10.1 We may terminate, suspend access, remove and discard any content within the Service, immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach this Terms of Service. We will also terminate your account upon receiving reliable information involving your violation of any law, and will cooperate with law enforcement agencies on such matters.
10.2 If we suspend or terminate your use, we will try to provide you with advance notice and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating this Terms of Service, a court order, or danger to other users) where we may suspend immediately. You agree that we shall not be liable to you or any third party for any termination of your access to the Service.
11.1 A customer may cancel their recurring billing subscription at any time. A cancellation means that no future payments are charged to the customer's account. After cancellation, your access to Localize will terminate on the next monthly anniversary of your subscription date.
11.2 To cancel your subscription you must contact Localize Support (email@example.com). The cancellation of a recurring billing product does not generate a refund. See Refunds for more information on our refund policy.
12.1 We may redirect you to third-party providers for translation services or integrate with third-party translation service providers as a feature of the Service. Localize does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources, and integrations Localize provides with third-party translation providers. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such third-party provider.
12.2 Ordering translation services from any of these third-party providers is completely optional. Orders are received into a database system and are automatically dispatched to the third-party providers. Upon completion, we will receive the translated content and make it available to you.
12.3 Any dates provided for delivery of the order are approximate only; time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate the order. We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform.
12.4 We do not warrant that product descriptions or any translated information from your website is accurate, complete, reliable, current, or error-free. You agree that Localize will not be held liable for any inaccurate, incomplete, unreliable or error in respect of the Service and the translated information taken from your website.
13.1 NO SERVICE LEVEL AGREEMENT ("SLA") IS INCLUDED IN THIS AGREEMENT.
13.2 While Localize does not promise any particular level of performance, Localize strives to maintain service uptime and performance.
13.3 Localize does not offer recompense, recourse, or refunds in regard to any availability, performance, or latency issue, as there is no SLA agreement between you and Localize.
14.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY MATTER ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SOFTWARE SERVICES, PROFESSIONAL TRANSLATION SERVICES, COMMUNITY TRANSLATION SERVICES AND MACHINE TRANSLATION SERVICES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE THAT WE DO NOT WARRANT ACCESS TO THE TRANSLATED WEBSITES AND WE DO NOT WARRANT THAT TRANSLATED CONTENT WILL BE UNINTERRUPTED, WITHOUT DEFECT AND ERROR, ABSOLUTELY SECURE, OR WITHOUT INFILTRATION OR COMPROMISE OF SECURITY SYSTEMS.
14.2 We make no representations or warranties whatsoever about, and shall not be liable for, any third parties, their contents or services. Any dealings that you may have with third parties are at your own risk.
15.1 YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LOCALIZE, NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, OR OTHER ASSIGNS (COLLECTIVELY, THE "LOCALIZE AFFILIATES") WILL BE LIABLE OR RESPONSIBLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSITITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND LOCALIZE'S REASONABLE CONTROL, IN EACH CASE, WHETHER OR NOT LOCALIZE OR THE LOCALIZE AFFILIATES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
15.2 IN NO EVENT WILL LOCALIZE'S OR THE LOCALIZE AFFILIATES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LOCALIZE AND YOU.
15.3 Localize specifically disclaims any liability with regard to any actions resulting from your use of or participation in any Service provided and the content. Any content downloaded arising from the Service, made available or otherwise obtained through use of the Service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download. We assume no liability for any computer virus or similar code that is downloaded to your computer.
15.4 We will not be liable for any loss that you may incur as a result of someone else using your password or account or account information in connection with the service, either with or without your knowledge.
16.1 You agree to defend, indemnify, and hold Localize, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, or your violation of this Terms of Service.
17.1 You hereby grant Localize the right to use, reproduce, publish, perform and display, at its sole discretion, your trademarks, service marks, trade name, and/or logo ("Your Marks") on the Website and in Localize's published marketing materials, solely in connection with the Service. At any time, you may request in writing (at firstname.lastname@example.org) that Localize cease to display Your Marks and we will subsequently remove Your Marks from the Website and cease to use Your Marks in any future published marketing materials.
18.1 This Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Terms of Service will be the state courts located in San Francisco, California and the federal courts located in the Northern District of California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
18.2 This Terms of Service constitutes the entire and exclusive understanding and agreement between Localize and you regarding the Service, and this Terms of Service supersedes and replaces any and all prior oral or written understandings or agreements between Localize and you regarding the Service.
18.3 You may not assign or transfer this Terms of Service, by operation of law or otherwise, without Localize's prior written consent. Any attempt by you to assign or transfer this Terms of Service, without such consent, will be null and of no effect. Localize may freely assign this Terms of Service. Subject to the foregoing, this Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
18.4 You consent to the use of: (i) electronic means to complete this Terms of Service and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to this Terms of Service or your use of the Service. Any notices or other communications permitted or required hereunder, including those regarding modifications to this Terms of Service, will be made by Localize in writing and given by either: (i) posting to our Website or as part of the Service; or (ii) via email to the address that you provide. For notices made by email, the date of transmission will be deemed the date on which such notice is transmitted.
18.5 The failure of Localize to enforce any right or provision of this Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Localize. Except as expressly set forth in this Terms of Service, the exercise by either party of any of its remedies under this Terms of Service will be without prejudice to its other remedies under this Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Terms of Service will remain in full force and effect. There are no third-party beneficiaries of this Terms of Service unless provided expressly by this Agreement.
Last updated: August 31, 2020
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