El Loco Terms of Service (20170413)

The following Terms of Service (“Terms” or “Agreement”) constitute a legal agreement between You or the entity or company that You represent (“User” or “You” or “Your”) and El Loco LLC of 2028 E Ben White Blvd #240-8244, Austin TX 78789-6966, USA hereinafter known as El Loco (“El Loco”), which governs User’s use of the Software and Services. User’s use of the Software and Services is subject to the terms and conditions set forth below.

USER’S RIGHT TO USE THE SOFTWARE AND SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR USING THE SOFTWARE AND SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS OF THIS AGREEMENT. THESE SOFTWARE AND SERVICES ARE ONLY AVAILABLE TO USERS 18 YEARS OLD OR OLDER. YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD. IF YOU ARE ACCESSING THE SOFTWARE AND SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE AND SERVICES.

GENERAL TERMS AND CONDITIONS

  1. El Loco has developed software localization services, software and tools including modifications, enhancements, workflows, improvements, updates, additions, interfaces, derivative works, documentation and related material (“Software and Services”). Except for the limited rights and use expressly granted to User hereunder, El Loco retains all right, title and interest in and to the Software and Services, including all intellectual property and proprietary rights embodied therein. User shall not take any action inconsistent with such rights.

  2. User wishes to use the Software and Services for the purpose of software localization and translation.

In consideration of the mutual covenants and premises contained in this document, the parties agree as follows:

  1. Use of Software and Services. El Loco grants to User a non-exclusive, non-transferable, non-sublicensable right to use the Software and Services.

  2. Limitations on Use. Except to the extent permitted by applicable law, User agrees on behalf of itself and its users, not to modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, decompile or attempt to decipher any code relating to Software and Services. User further agrees not to market, translate, sell or resell the Software and Services or make any representation that El Loco is a warrantor or co-seller of any of User’s products without explicit written consent from El Loco. User may not use the Software and Services for competitive benchmarking and analysis if User is a direct competitor of El Loco. El Loco reserves the right and sole discretion to determine violation of the above limitations and to discontinue all access to and use of Software and Services immediately as a consequence.

  3. Translator Accounts. Translator Users, whether free or paid must agree to not enter into any agreement with other Users which violates any terms and conditions of this agreement.

  4. Translator Payment. Translator Users who work directly for El Loco must abide by the specific Translator Payment Agreement signed with El Loco. Translator Users working directly for other Users agree that the other User is responsible for paying them, and absolve El Loco of any responsibility for such payment.

  5. Use of Free Subscription. Users are prohibited from signing up for multiple accounts to get the free service. The free subscription service is for one (1) time use only. Additionally, You agree that if You are using the free subscription level of Software and Services that in consideration for such use, El Loco may ask You to provide feedback regarding Your use of the Software and Services and that You will receive communication and correspondence from El Loco regarding Software and Services. If You opt out of such communication or do not provide feedback as requested, El Loco reserves the right to terminate Your use of Software and Services. You agree that You will not be entitled to compensation or reimbursement in connection with any feedback and that You hereby assign to El Loco all right, title, interest in and to any feedback, comments and suggestions that You may provide and that El Loco may incorporate such feedback into the Software and Services at any time at the sole discretion of El Loco.

  6. Orders. User may order Software and Services using the then current El Loco ordering processes (“Order”). All Orders are subject to acceptance by El Loco in its discretion. All User information provided by or on behalf of User must be current, complete and accurate. The User is responsible for keeping such information updated.

  7. Fees and Payment. User is responsible for all fees applicable to the Software and Services as specified on the Order, including recurring and one time fees. User authorizes El Loco, on an as needed basis, to take steps to determine the validity of debit/credit card or other payment account (“Payment Account”) provided by User, and to charge the Payment Account in accordance with the billing frequency specified in the order. El Loco reserves the right to terminate access to Software and Services immediately if any payment information is found to be inaccurate, incomplete or not current. El Loco will not be responsible for any overdraft charges or other fees that other parties may charge User due to User’s use of Payment Account.

  8. Subscription Fees. Unless otherwise provided on an Order, Software and Services are paid for on a subscription basis. At the end of the term, the subscription will automatically renew for another equal term unless written notification is received from User or El Loco to the other party at least 30 days before the end of the then current subscription term. Unless otherwise specified in an Order, the subscription fees are billed in advance on a monthly basis. A refund may be given if no El Loco services were used, including but not limited to upload, visual context review, in progress translation. If you HAVE used any El Loco service, following any cancellation, you will continue to have access to the service through the end of your current billing period.

  9. Translation Fees. Users of El Loco Software and Services have the option to purchase human translation services (“Translation”) through El Loco. These fees are due and payable via the User Payment Account when User orders them. Translators are assigned once good payment has been verified. Translation is offered only in conjunction with the Software and Services platform, not on a standalone basis.

    1. User Acceptance of Translations. User has 14 calendar days to review the Final version of the translation and ask the translator to make any adjustments. Final versions are so marked by the translator and indicate that the translator believes all work requested has been completed. Final Translations are auto-accepted by the El Loco system 14 days after the translator submits a Final version of the translation. Changes requested by User after this time may incur additional Translation Fees.

    2. Relationship with El Loco Translators. User shall not solicit nor attempt to solicit work directly from El Loco provided Translators outside the El Loco system for apps, marketing materials, key words or other resources managed by the El Loco system.

  10. Additional Service Fees. User may Order additional Translation, Software and Services at any time. Unless otherwise agreed in the applicable Order, any additional Software and Services ordered by User are subject to these Terms and shall be coterminous with the Term for existing Software and Services.

  11. Late Payments. El Loco reserves the right, in its discretion to suspend or terminate access to any or all of the Software and Services for non-payment of undisputed fees. El Loco may, in its sole discretion, charge reactivation fees for suspended or terminated accounts. El Loco has no obligation to retain any data for suspended or terminated accounts, except that Users who have purchased Private Translation Memory may request an extract of their data within 30 days, provided that User brings the account to a current payment status. Additionally, El Loco may, in its sole discretion charge for the creation and delivery of a Private Translation Memory extract to User.

  12. Taxes and Withholding. User is responsible for all applicable taxes, including, but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), and tariffs. User agrees to indemnify and hold El Loco harmless against any claim, penalties or liability resulting from User’s non-payment of any applicable taxes.

  13. Termination. Either party may terminate the Agreement if the other party breaches any of its material obligations under the Agreement and fails to cure within thirty (30) days of receipt from the non-breaching party, or if the other party becomes insolvent, bankrupt, liquidated or is dissolved or ceases substantially all of its business. El Loco may immediately terminate for User non-payment or User breach of Limitations of Use as set out in paragraph 2.

  14. Effect of Termination. User will immediately cease to have access to Software and Services upon Termination for any reason, except as specified in paragraph 11. El Loco has no obligation to retain User information after Termination.

  15. Translated Text. User grants El Loco the right to use translated text to assist in creating a shared database of translations that is open to all El Loco Users. Private Translation Memory options are available upon request and may be subject to additional fees.

  16. User Content. Except as explicitly stated in paragraph 11, and except insofar as El Loco may need such content to provide Translation, Software and Services to User, User retains all rights and access to any and all of its content, source code and other data.

  17. Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. EL LOCO DOES NOT WARRANT THAT THE SOFTWARE AND SERVICES WILL MEET USER’S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, EL LOCO HEREBY CLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE AND SERVICES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OR TRADE.

  18. Confidential Information. Each of the parties agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of the other party, and any purpose the other party may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, and each of the parties represents that it exercises reasonable care to protect its own Confidential Information. If either party is not an individual, such party agrees that it shall disclose Confidential Information of the other party only to those of its employees who need to know such information and certifies that such employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Recipient will immediately give notice to Discloser of any unauthorized use or disclosure of the Confidential Information. Recipient agrees to assist Discloser in remedying any such unauthorized use or disclosure of the Confidential Information.

  19. Privacy. Please refer to our Privacy Policy at www.elloco.com/privacy.

  20. Compelled Disclosure. Nothing herein shall prevent a receiving party from disclosing Confidential Information as necessary pursuant to a court order, lawful requirement of a government agency or when the disclosure is required by operation of law.

  21. Indemnification. User agrees to hold harmless and indemnify El Loco, its parent company, affiliates and subsidiaries, officers, directors, members of each and all agents, employees, advertisers, licensors, suppliers and/or partners, from and against any third party claim arising from or in any way related to User breach of these Terms, User use of the Software and Services, User violation of any applicable laws, rules or regulations in connection with the Software and Services or User content, including any liability or expense arising from all claims, losses, damages, actual or consequential, suits, judgments, litigation costs and attorney fees, of every kind and nature.

  22. Binding Arbitration. User and El Loco agree to arbitrate all Disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST El Loco. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.org) according to this provision and the applicable arbitration rules for that forum. The arbitrator’s award shall be binding on the parties. For purposes of this arbitration provision, references to You and El Loco also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of El Loco services. Subject to and without waiver of the arbitration provisions above, You agree that any judicial proceedings will be brought in and You hereby consent to the exclusive jurisdiction and venue in the state or federal courts in Santa Fe County, New Mexico.

  23. Limitation on Time to Initiate a Dispute. Unless otherwise required by law, an action or proceeding by User relating to any Dispute must commence within one year after the cause of action accrues.

  24. Entire Agreement. Other than related Orders and Translator Payment Agreements, this Agreement constitutes the entire and only agreement between the parties for Translation, Software and Services, and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.

  25. Legal Compliance. User shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.

  26. Enforcement. Failure of El Loco to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.