Terms

Terms of Use

Welcome to Localizer,  (hereinafter “Localizer”, “we”, “our” or “us”). Localizer is a web app service that allows you to serve your site content in multiple languages. Localizer.co (“Website”), enables business owners and web providers to expand their audience base overseas.

1. Acceptance of Terms.

Your use and/or purchase of any Localizer services (“Services”) is subject to these Terms of Service (“Terms of Service”). Please read these Terms of Service carefully before accessing or using the Services. Your access and use of the Website is subject to these Terms of Use. If you are an individual accepting these Terms of Service on behalf of an entity Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree, on behalf of the party that you represent, to these Terms of Service. If you do not have the legal authority to bind your employer, please do not use the Services. From time to time, Localizer may update the functionality and user interface of the Services, add new features to the Service, change the access configuration for the Services or update the related software. In such event, these Terms of Service shall also apply to any upgrades or updates subsequently provided by Localizer for the Services or related software. If you do not accept and agree to be bound by these Terms of Service, you are not authorized to access or otherwise use the Services.

2. Modification of Terms of Service.

These Terms of Service may be changed, modified, supplemented or updated by Localizer from time to time. Any updates to the Terms of Service will be in effect for any new or renewal Service orders for purchased Services placed after the effective date of such updated Terms of Service. If Localizer makes a material change to these Terms or Service that will affect an existing Service subscription, Localizer may notify you by sending an email at least thirty (30) days in advance of such change or posting a notice on your account administration page. If the change has a material adverse impact on you and you do not agree to the change, you must so notify Localizer via [email protected]  within thirty days after receiving notice of the change. If you notify Localizer as required, then you will remain governed by the Terms of Service in effect immediately prior to the change until the end of your current subscription term for the affected Service. If the affected purchased Service is renewed, it will be renewed under Localizer’s then current Terms of Service. For free Services, you will be bound by any changed, modified, supplemented or updated Terms of Service if you choose to continue to use such free Services after such changes to the Terms of Service are posted.

3. Account Management/Passwords.

To purchase, use or access certain Services, you must have a valid Localizer account. You will be prompted by our Website or contacted by email to either create an account or to login using your account credentials for such Services. If you have been given the option to open an account within the Services that will provide you with access to password protected portions of the Services and you elect to do so, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, and choose a password and user name. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to immediately notify Localizer upon learning of any unauthorized use of your account or any other breach of security.

4. Service Termination and Suspension.

a. Termination. Localizer may terminate access to all or any part of the Services and terminate these Terms of Service, in the event you commit a material breach of any provision of these Terms of Service which is not cured within thirty (30) days of written notice from Localizer.
b. Suspension. Localizer reserves the right to suspend Services as it may deem appropriate in response to actual or suspected violations of these Terms of Service if Localizer reasonably concludes that your Service is being used to engage in illegal activity, used outside the scope of the license, or causing immediate, material and ongoing harm to Localizer or others. You agree that Localizer shall not be liable to you nor to any third party for any suspension of the Service under such circumstances.
c. Non-Payment by Reseller. In the event you purchase Services through an authorized reseller and such reseller fails to pay Localizer for such Services, then Localizer may suspend or terminate your access to all or any part of the Services upon written notice, until payment is received by Localizer, regardless of whether you have paid such reseller.
d. Survival. Sections 1 and 7 through 16 shall survive any termination of these Terms of Service.

5. Free Services.

Subject to the these Terms of Service, Localizer grants to you, and you accept, the non-assignable, non-transferable, non-sub licensable, and nonexclusive right to access and use any of the Services made available for free on its Website in accordance with the related documentation on the Website. You may terminate free Services by simply discontinuing your use of such Services and/or requesting that Localizer terminate your account if you have created a Localizer account. Localizer may terminate your access to all or any part of the free Services at any time, with or without cause and with or without notice.

6. Ownership.

Unless expressly authorized in a separate written agreement between you and Localizer, the grant to access and use any of the Services and Software herein, whether purchased for a fee or free, does not include any right to resell the Services or Software, manage the Services on behalf of third parties, make other commercial use or distribution of the Services or Software or to make any derivative use of Services or Software , integrate the Services into another service, reproduce, duplicate, copy, or otherwise exploit for any commercial purpose the Services or Software. Localizer (or its licensors retain all right, title, and interest in the Services and Software, including any and all intellectual property rights. Localizer (or its licensors) reserve all rights not expressly granted.
You as the user retain all of the rights to any of the content that you create using Localizer Services.

7. User Data.

The Software together with the Service may collect certain data and information about your use and, if you are an entity, your individual users’ use of the Service (“User Data”).  Any personally identifiable information contained in User Data provided to Localizer will be treated as set forth in the Localizer Privacy Policy. With the exception of any personally identifiable information you or your individual users submit, any information you transmit to Localizer via the Services related to the functionality of the Services and Software, whether by direct entry, submission, e-mail or otherwise, including data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of Localizer.  Localizer also owns all data generated by the Services and Software, and any statistical information related to the usage, traffic patterns and behaviour of the users of the Services (“Statistical Data”) (so long as such Statistical Data will not include personally identifying User Data).

8. Prohibited Use.

You will not:  (i) use the Services or Software for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Services or Software (except to the limited extent applicable laws specifically prohibit such restriction); (iii) bypass any measures Localizer may use to prevent or restrict access to the Services or Software or otherwise interfere with any other party’s use and enjoyment of the Services; (iv) use your account or the Services or Software to infringe any intellectual property or other right of any other third party or (v) use the Websites in breach of the Website Terms of Use.  Localizer may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Subject to our Privacy Policy, Localizer reserves the right at all times to disclose any information as Localizer deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Localizer’s sole discretion.

9.  Human Translation

Localizer provides Human Translation services. These services are not included in the standard package prices and shall be charged for separately and before the service begin.  If you use these services your translation request will be fulfilled by Localizer contractors. The User has the right to dispute the content of the translation within 72 hours of it being provided.  If The User does not dispute the content within this 72 hour period Localizer shall deem as accepted the content of the translation.

9a. Responsibility and Liability
The services shall be carried out using reasonable skill and care in accordance with the standards of the industry. Localizer shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the Translated Works and perform the services. No terms, conditions or warranties, whether express or implied, about the quality or fitness for a particular purpose of the services or the Translated Works shall be incorporated unless expressly stated in this Agreement. Localizer does not warrant that the Translated Works will meet your specific requirements and, unless otherwise agreed, it does not warrant that the transmission of any Translated Works sent to you will be uninterrupted or error free. Furthermore, Localizer does not warrant or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise. Localizer shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of Localizer, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation. You acknowledge that any Original Works submitted by you and any Translated Works submitted by Localizer to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that Localizer has no liability for the loss, corruption or interception of any Original Works or Translated Works. Localizer’s liability to you in respect of the provision of the services and/or the Translated Works shall be limited as follows: Localizer shall not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever. Localizer’s entire liability to you under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to Localizer by you under the agreement to which any claim relates. You must notify Localizer within 72 hours of delivery of the Translated Works of any claim arising out of the provision of the services and/or the Translated Works, together with full details of such claim. In any event, Localizer shall not be liable to you if you fail to notify us of any claim within such 72-hour period following delivery of the Translated Works. If you notify us within 72 hours of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, our liability will be limited to rectifying any such alleged inaccuracies, such inaccuracies to be determined by Localizer in its sole discretion. At no time will such allegations delay payment by you or result in a refund to you by Localizer.

9b.  Intellectual Property
You represent and warrant that you have all right, title, and interest in the Original Works and the Original Works will not infringe upon any third party’s rights. You hereby agree that you will indemnify and hold harmless Localizer and its affiliates and its current and past directors, officers and employees from and against all claims brought by third parties related to any copyright infringement. All intellectual property rights (including, but not limited to copyright) in the Original Works shall vest in you (or your licensors); all intellectual property rights in the Translated Works will be assigned to you upon receipt of full payment by Localizer. Exclusively for the purposes of providing and improving our services, you hereby grant and agree to grant to Localizer and its subcontractors a perpetual, worldwide, royalty-free, irrevocable, sublicensable and transferable license to store, use, modify, reproduce, distribute, display, transmit, translate, adapt, prepare derivative works of, render into a audible or other format, publicly perform, and otherwise exploit the Original Works and the Translated Works using any means and any technology, whether now known or hereafter developed.

9c. Dispute Resolution
Any disputes regarding arrangements between Our contractors and Service Buyers will be resolved by Localizer in its sole discretion. You hereby release Localizer from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute. Access and Proprietary Rights As long as you comply with this Agreement, you are authorized to access and use this website. The pages and content on this website are protected by copyright and may not be copied, distributed, modified, published, or transmitted in any manner, including but not limited to any use for creative work or to sell or promote other products. Violation of this restriction may result in infringement of intellectual property and contractual rights of Localizer and could result in substantial civil and criminal penalties.

10. Warranty Disclaimer.

Content and other information contained within the Services and Software has been prepared by Localizer as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. Localizer has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of such content or other information contained in or linked to the Services or Software. Users relying on such content or other information from the Services and Software do so at their own risk. YOUR USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK. ALL SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND Localizer EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED , INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY. Localizer, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES OR SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY PROBLEMS ENCOUNTERED WILL BE CORRECTED.

11. Limitation of Liability.

IN NO EVENT SHALL Localizer, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES OR SOFTWARE (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). IN NO EVENT SHALL Localizer’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OF SERVICE, THE SERVICE AND THE SOFTWARE EXCEED THE GREATER OF (I) THE AMOUNT PAID BY YOU TO Localizer IN THE PRECEDING TWELVE (12) MONTHS OR (II) THE AMOUNT OF FIFTY DOLLARS (AUD $50.00).  Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

12. Indemnification.

You agree to defend, indemnify and hold harmless Localizer, its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders agents, licensees and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise out of or relate to (i) your unauthorized or unlawful use of the Services or Software, (ii) your breach of these Terms of Service as stated herein or (iii) the infringement by you or any third party using your account, of any intellectual property or other right of any third party. Localizer reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with Localizer in asserting any available defences.

13. Force Majeure.

Localizer shall not be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labour disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.

14. Notices.

Any notices to you from Localizer regarding the Services or these Terms of Service will be posted on the Website or made by e-mail or regular mail. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Localizer account, which you may not be able to opt-out from receiving them unless you terminate your account. Any notice or communication that you desire or are required to send Localizer under these Terms of Service should be sent to Localizer through one of the means listed in the Contacting Us section below.

15.  Entire Agreement.

These Terms of Service together with your Order Form (if any) constitute the entire agreement between Localizer and you in connection with your use of the Services and supersedes any prior agreements between Localizer and you regarding use of the Services and Software, including prior versions of these Terms of Service. Any different or additional terms of any related quote, purchase order, confirmation, or similar order form provided to Localizer is hereby rejected and shall have no force or effect. If you have entered into a separate Master Services Agreement or other written agreement with Localizer for Services, the terms in such Master Services Agreement will control your use of the Services and Software.

16. Governing Law; Jurisdiction; Venue; Severability of Provisions; Disputes.

These Terms of Service are governed by the laws of the State of New South Wales, Australia and the federal Australian laws applicable therein, excluding its choice of law provisions.  All parts of these Terms of Service apply to the maximum extent permitted by law.  We both agree that if we cannot enforce a portion of these Terms of Service as written, then that portion will be replaced with terms that most closely match the intent of the portion that cannot be enforced to the extent permitted by law. The invalidity of part of these Terms of Service will not affect the validity and enforceability of the remaining provisions.  The section headings are for convenience and do not have any force or effect. Except as otherwise prohibited by law, any claim or dispute must be brought within one (1) year from the date such cause of action arises.  Any claim or dispute arising out of or relating to these Terms of Service shall be subject to the exclusive jurisdiction of state or federal courts located in Sydney, New South Wales, and you hereby consent and submit to the personal jurisdiction of such courts. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover costs and attorneys’ fees. You agree that the Uniform Computer Information Technology Act (UCITA) and the United National Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service.  You shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Services and Software and obtain any permits, licenses and authorizations required for such compliance.

17. Contacting Us.

If you have any questions or concerns about these Terms of Service, please contact us via email or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.

Localizer.co
Level 10, 17-19 Bridge St
Sydney, NSW 2000
These Terms of Service were last updated and posted on 8 August 2014.