Terms And Conditions

Supertext USA, Inc. | As of: August 1, 2017

§ 1

Scope of the T&C; modifications

1. Supertext USA Inc., a Delaware company with principal place of business in Santa Monica, California ("Supertext") is a language service provider offering Clients ("Client") services through the web. The language services are rendered by Supertext and a network of independent certified professionals (professional translators, copywriters, editors and proofreaders) contracted by Supertext.

2. Supertext provides its services exclusively on the basis of these Terms and Conditions ("T&C"). The T&C outline rights and responsibilities related to the Client's use of the website located at www.supertext.com, and all associated sites linked thereto or otherwise provided by Supertext (collectively, the "Site") and the services offered on or through the Site (collectively, the "Services") by Supertext. The T&C and the Privacy Policy are considered as accepted with any placement of an order with Supertext, access to the Site or use of the Services. The Privacy Policy is incorporated by reference into these T&C, and these T&C and the Privacy Policy together are referred to as the "Agreement." Any deviating or opposing terms or conditions of the Client shall not apply unless Supertext provides its express consent in writing.

3. Supertext reserves the right, in its sole discretion, to change, amend or remove these T&C at any time. Supertext will use its best efforts to inform already registered Clients as to material changes of the T&C. The most current version will be posted on the Site. It is the Client's responsibility to check the T&C periodically for changes. The Client's continued use of the Site following the posting of changes will mean that the Client accepts and agrees to the changes.

By using the Site and the Services, the Client agrees to these terms.

§ 2

Delivery of services

1. On the website, Supertext generates a quote on the basis of the information provided by the client.

2. The determination of the volume of a document to be edited and the corresponding price calculation are done electronically. Supertext expressly reserves the right to adjust the cost of the text services to the actual volume of the document (according to the current prices of Supertext), even after conclusion of the contract, if automatic determination of the volume of the text to be edited cannot be carried out with sufficient precision due to technical reasons (for example, because the text to be edited contains text fields that are not recognized by the counting software as text to be edited, or because a format is used which cannot be counted accurately online in all cases, such as the pdf or xls formats).

3. The client accepts the quote by placing the order online. The contract is concluded with the electronic order.

4. Once the contract is concluded, Supertext starts processing it. At the same time, the contractual term of delivery on principle also starts once the contract is concluded.

§ 3

Scope of services; rights of use; rejection of texts; ownership

1. Supertext undertakes to properly and professionally draft, revise, correct or translate a text specified by the Client in the desired language. For translations, Supertext undertakes to ensure that no cuts, additions or other changes with regards to content are made. Depending on the meaning of the original text, translations are carried out literally or conveying the meaning and mentality according to the average, generally accepted quality standards of the translation industry for the respective language area.

2. Special technical terminology adopted by the Client is only taken into account if agreed upon beforehand and if sufficient and complete documentation such as previous translations or glossaries are made available when the order is placed. Otherwise, technical terms are translated or used as is generally accepted in accordance with the quality standards pursuant to Section 3.1.

3. Only texts are translated and/or edited. Text in images, graphics or scans may be excluded from translation. Texts containing criminal, immoral or otherwise inappropriate content can be rejected at any time, as determined in Supertext's sole discretion. A document may also be rejected if there are special circumstances which make editing the text appear unreasonable. If a translation in an appropriate quality is not possible in the period specified by the Client because of the difficulty and/or volume of the original, Supertext will inform the Client of this fact as soon as possible. The Client has no right to claims for remuneration or benefits if a document is rejected by Supertext.

4. For purposes of these T&C, "Client Content" is defined as any information and data that is provided by the Client to Supertext through the Site, including without limitation order descriptions and requests, written content, photos, audio content and other material. The Client shall have all rights, title or interest to all his or her Client Content. Supertext's Services shall be deemed "work for hire" and any work product under this Agreement shall belong to the Client. If Supertext uses the services of an independent contractor, Supertext will ensure that the Client receives the unrestricted right of use. This right of use includes, in particular, the right to reproduce, distribute and publicly disclose the work, partially or in full. This includes the right to make changes and to transfer rights to third parties.

§ 4

Acceptance, obligation to give notice of defects

1. Once the project has been completed, the document is made available for download in the Client login portal on the Site. The Client is sent a notification via email. The Client shall ensure that the download takes place promptly after notification of completion.

2. Other delivery forms, such as by regular mail or fax, take place only on the basis of a separate explicit written agreement, for example in case of certified documents.

3. The Client shall review the document for any defects immediately upon receipt, and, if present, give notice without delay. Claims of obvious defects in the text are to be made in writing specifying the defects immediately after downloading or after receipt by the Client (in case of other forms of delivery); claims of hidden defects are to be made immediately after their discovery. If no written claim of defects is made within 14 days, the text is considered to have been carried out according to the T&C and accepted to the Client's full satisfaction.

4. Supertext bears the risk of data loss until collection of the translation per download to the hard drive or cache memory of the Client. The Client is responsible for the transfer process via download to the hard drive or cache memory and in this respect releases Supertext from any liability. As far as other forms of delivery (regular mail, email, fax) have been expressly agreed, the risk passes to the Client only upon delivery of the text to the carrier or upon receipt of the corresponding email in the recipient's mailbox or with print out of the respective fax message at the recipient's premises.

§ 5

Disputes

1. As far as the text differs from the agreed requirements, Supertext shall rectify the defects within a reasonable timeframe, and provide that deadline to the Client. A rectification will not be provided if the differences were caused by the Client, e.g. due to incorrect or incomplete information or faulty original texts, as determined by Supertext in its reasonable discretion.

2. Determination of a deadline is not required if, at the conclusion of the Agreement, the Client expressly stated that the provision of the contractual service is useless to them after the expiry of the delivery period.

3. After the deadline to rectify the defects has passed to no effect, the Client is entitled to reduce their remuneration or revoke the Agreement. The same applies if no rectifications are made. Claims for compensation or reimbursement for unnecessary expenditure shall apply only in accordance with ยง 9 and are otherwise excluded.

§ 6

Payment terms

1. Supertext invoices the Client the services at the agreed price or the agreed minimum fees plus the applicable taxes that arise in any jurisdiction, including without limitation, value added, consumption, sales or other taxes, fees, duties, or charges imposed on the sale of products and services. All fees are non-refundable. Any questions or disputes regarding an invoice needs to be submitted in writing within five (5) days of receipt, otherwise the information will be deemed accurate and accepted as such by the Client.

2. Supertext makes invoices available electronically on the Site. A paper invoice can be requested if required. Supertext may also provide the ability to pay the fees for the Services by credit card. The Client must provide current, complete and accurate billing and credit card information. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which the Client will be responsible to pay.

3. All invoices are due within the payment term as defined on the invoice, without the right of a deduction. Unless otherwise specified on the particular invoice, all payments shall be due and payable in U.S. Dollars. Past due amounts shall accrue interest at a rate of five percent (5%) per annum or the highest rate allowed by law, whichever is lower, beginning from the date first due until paid in full. The Client shall pay all collections costs incurred by Supertext, including without limitation reasonable attorney's fees.

4. Any late payments will accrue interest equal to the lesser of one percent (1%) per month or the maximum amount allowable under law, compounded monthly. The Client agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance.

§ 7

Cost settlement, prohibition of assignment

1. The Client has no right of set-off or retention except if their claim has been legally determined or is undisputed.

2. The assignment of rights under this Agreement is inadmissible without the written consent of Supertext. Supertext may assign this Agreement without the Client's consent.

§ 8

Order cancellation

1. The Client agrees and acknowledges that either party may, at its sole option, cancel the order and terminate these T&C with or without cause at any time within six (6) hours written notice to the other party.

2. Notwithstanding the above, Supertext may terminate these T&C immediately for "cause," which includes, without limitation, the Client's failure to cooperate with Supertext as reasonably requested; failure to provide information in connection with any investigation undertaken by a local, state or federal governmental agency; violation of any provision of this Agreement or any other T&C posted by Supertext; or breach of any representations or warranties made in this Agreement.

3. If an order is canceled by the Client, the Client must reimburse Supertext for the greater of either (i) the actual costs incurred by Supertext through the date of the termination according to the degree of their completion; or (ii) 50% of the order value. This payment shall be made no later than fourteen (14) days from receipt of the termination notice, using the same payment method as for the original transaction.

4. Upon account closure, the Client will no longer be able to log in to the account. The User Content will remain available on the Site in accordance with the privacy settings selected when the Client uploaded the User Content. Supertext is not liable for any lost data in case of an accidental deletion. Supertext recommends exporting all data periodically to avoid accidental loss of data. The Client shall pay Supertext all sums then due and owing, if any, within thirty (30) days after the last day of the calendar month in which the termination was effective.

§ 9

Limitations of liability

1. Force majeure. Supertext is not liable for any loss or delay of services due to force majeure or unforeseen, temporary frustrations not caused by Supertext and beyond its reasonable control, in particular strikes and lockouts as well as breakdown of communication networks and gateways of other operators.

2. Limitation of liability. Supertext shall not be liable for any indirect, incidental, special, consequential or punitive damages whether arising in an action (including without limitation loss of revenue, use, profits, data, or goodwill or costs of procuring substitute services) for breach of contract, tort or any other cause or theory of liability, related to or in connection with these T&C or the use of the site. Supertext and the Client have agreed that these limitations will survive and apply even if any limited remedy specified in these T&C is found to have failed of its essential purpose. The Client agrees and acknowledge that the total amount of Supertext's liability, if any, for any and all claims, causes of action, losses, damages, or judgments arising out of or related to this agreement or the services shall not exceed $5,000.00 without regard to the nature of the claim, losses or damages incurred.

3. Indemnification. The Client agree to protect, defend, indemnify and hold harmless Supertext, its owners, affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, assigns and representatives ("we" or "us" for purposes of this section), from and against any and all claims, losses, liabilities, causes of action, judgments, penalties, costs, damages and expenses (including attorneys' fees, litigation costs and expenses) incurred by us, including, without limitation, any claim for personal injury or property damage arising from or related to the Client's violation of: (a) this Agreement, including the representations and warranties made herein; (b) any rights of a third party right through the use of the Services; (c) the collection, storage or use and/or transfer of data; or (d) any applicable law or government regulation.

§ 10

Representations and warranties; disclaimer of warranties

1. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. The Client represents and warrants that:

a. the Client is the lawful owner or licensor of any material uploaded to the Site, and that the uploaded material does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights;

b. the Client has not falsely identified themselves nor provided any false information to gain access to the Services;

c. the Client will at all times comply with the terms of this Agreement and any applicable domestic or international laws, including without limitation laws, rules and regulations related to intellectual property and privacy;

d. the Client is not accessing and has not accessed the Services to commit illegal acts or violate any provisions of this Agreement;

e. the Client is the authorized party and (if applicable) signatory to the payment mechanism used to open and maintain the account; and

f. the Client is responsible for any use, activity, and charges incurred under their account, as applicable.

The Client acknowledges that the breach of these representations and warranties shall entitle Supertext to injunctive relief (monetary damages not being sufficient remedy), as well as available monetary damages and its attorneys' fees and costs.

2. Disclaimer. Supertext represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. except as set forth herein, Supertext makes no further warranty, express or implied, regarding the site or the services, and hereby disclaims all other warranties (express or implied) including, but not limited to the implied indemnities and warranties of merchantability, fitness for a particular purpose, title and non-infringement. Supertext does not represent or warrant that the services will meet any of the Client's intended use, expectations or requirements (especially if the services are delivered for marketing purposes) or that the services are provided securely or without errors. The services are provided on an "as available" basis and Supertext makes no warranties that the services will be timely, accurate or available at all times, or for a particular period of time without interruptions. The Client's use of the services is at their sole discretion and risk. As between Supertext and the Client, the Client alone bears the legal risk of usability or publication of any services delivered by Supertext. Any material that the Client accesses or obtains through Supertext's services is done at their discretion and risk and the Client will be solely responsible for any damage to computers or loss of data or profit that results from the download of any material through the Services. No advice or information, whether oral or written, obtained from Supertext or through or from the services will create any warranty not expressly stated in this agreement. Supertext is not responsible for any damage to computer systems resulting from the use of the site.

§ 11

Confidentiality; data protection

1. Supertext makes every effort to maintain the confidentiality of the transmitted texts according to the current state of the art. However, due to the electronic data communication, Supertext cannot guarantee 100% confidentiality.

2. Supertext also makes every effort to examine the electronic data communication for any viruses or sabotage programs according to the current state of the art. However, a 100% protection against viruses or sabotage cannot be guaranteed even when applying due diligence. The Client is expressly advised of a remaining residual risk.

3. The Client is hereby informed that Supertext machine-edits personal data in machine-readable form and for tasks arising from this Agreement.

4. The Client is solely and fully responsible for (a) maintaining the confidentiality of any user ID, password, account number or any other confidential information relating to their account; and (b) all activities that occur under their password or account, and Supertext disclaims any liability derived therefrom. If the Client suspects any unauthorized use of their password or account, the Client will contact Supertext as soon as reasonably practicable.

The Client represents and warrants that (1) all data provided for registration is accurate, non-misleading and complete; (2) any changes in the registration data will be reported within five (5) days upon the occurrence of the change. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or Clients, Supertext prohibits the creation of third party accounts or creating an account for anyone other than the Client. Supertext reserves the right to restrict access to other areas of the Site, or indeed its whole Site, in its sole discretion.

5. Confidentiality. Any proprietary information that is provided by a party (the "Disclosing Party") to the other party (the "Receiving Party") shall be deemed to be the Disclosing Party's Confidential Information. Neither party shall at any time disclose any Confidential Information shared under this Agreement to any third party, including without limitation a government entity, unless and until notice is provided to the Receiving Party in sufficient time to seek injunctive relief or a protective order. The foregoing confidentiality provisions shall not apply where the Receiving Party can demonstrate that the information: (a) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of the Receiving Party; (c) was rightfully received from a third party who was not bound under any confidentiality provisions; or (d) was independently developed by a party without use of or reliance upon the disclosing party's Confidential Information.

6. As far as Supertext uses third parties, including without limitations independent contractors, to provide its Services, Supertext is entitled to disclose Confidential Information to the extent necessary to perform the Services under this Agreement. Supertext declares that its employees and independent contractors are bound by confidentiality terms no less strict than those set forth in this Section.

§ 12

Non-solicitation

The Client agrees to not encourage, solicit, entice or otherwise attempt to recruit or persuade any person employed or subcontracted by Supertext during the period of this Agreement and for a period of one (1) calendar year following resignation, non-renewal, or termination of the business relationship. For each case of culpable infringement, the Client undertakes to pay a contractual penalty of $10,000.00. The payment of a contractual penalty does not release the Client from compliance with the prohibition against solicitation.

§ 13

Final provisions

1. Entire agreement. This Agreement, which includes the Privacy Policy, constitutes the entire agreement, and supersedes all prior or contemporaneous oral or written understandings and agreements concerning the subject matter of this Agreement. Orders outside the scope of Services provided by Supertext are not subject to these T&C, including without limitation additional services such as DTP, printing, HTML files, etc.

2. Notice. By using the Services, the Client consents to receiving electronic communications from Supertext. The Client agrees that any notice, agreements, disclosure or other communications that are sent electronically will satisfy any legal requirements for written communication.

3. Infringement. Supertext respects the intellectual property of others and expects the Client to do the same. Supertext responds in its reasonable discretion to notices of alleged copyright infringement if they comply with the law, including the Digital Millennium Copyright Act, of 1998 ("DMCA"), and reserves the right to remove the challenged Content from the Site or terminate the accounts or access to the Site of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If the Client is a copyright owner (or their agent) and believe that work has been used in a way on the Site that infringes their rights, please send a DMCA compliant notice by email to: info@supertext.com or a DMCA compliant letter to Supertext USA, Inc., 713 Broadway, Santa Monica, CA 90401.

4. Governing law. The contractual relations between the parties are exclusively subject to the laws of the State of California. If this law refers to any foreign legal system, these references are invalid. The execution of the United Nations Convention on Contracts for the International Sale of Goods (CISG), if otherwise applicable, is expressly excluded.

5. Venue. For parties residing in North America, the exclusive jurisdiction and venue for any claims arising out of or related to this Agreement or the use of the Services will lie in the state and federal courts located in Los Angeles, California, regardless of choice of law rules. The Client hereby consents to, and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California. For parties residing outside of North America, the exclusive jurisdiction and venue for any claims arising out of or related to this Agreement or use of the Services will lie in the courts in Zurich, Switzerland.

6. No class action. The Client agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

7. Severability. If any individual provisions of this Agreement are ineffective or invalid, that provision shall be deleted and the validity of the remaining provisions remains unaffected.

8. Non-waiver. Failure or neglect by Supertext to enforce any of the provisions of this Agreement shall not be construed or deemed a waiver of its rights nor shall this affect the validity of the whole or any part of these T&C, nor prejudice Supertext's rights to take subsequent action.