The Mnemosyne Translation Services, LLC services are provided by Mnemosyne Translation Services, LLC (“MTS” or “we”), located at 712 Bancroft Rd., #232, Walnut Creek, CA 94598, United States.
By using our Services, you are agreeing to these terms. Please read them carefully.


1. DEFINITIONS
“You” means you as an individual, or if applicable, the company or other legal entity you represent.
“User” means any visitor to this website.
“Customer” means anyone who requests our services.
“Translators” means third parties who engage with MTS and Customer to provide content translation services as contractors of MTS (not employees).
“Service” means all MTS websites, services, apps, and related technology, and the translation services provided in connection with the foregoing.
“Order” means any order for Services created by a Customer, and accepted by MTS.
“Client Materials” means the source content for translation by the Service, and any guidelines, glossary and other materials provided by Customer.
“Translated Works” means the content translated from the Client Materials.
“TOS” means these MTS Terms of Service and any policies, guidelines, or other documents referenced herein.


2. USING OUR SERVICES
By requesting our services, You agree unconditionally to all terms specified in this TOS which becomes binding contract between You and MTS. If you are acting on behalf of a company or other legal entity, You represent that You have the legal authority to bind the legal entity to this TOS, in which case “You” or “Your” means that entity. If You do not have this authority, or if You do not agree with the terms and conditions of this TOS, You may not use the Service or any Service related materials. You represent that you are 18 years of age, or of the age of majority in your place of residence or jurisdiction.
You agree to:
• Comply with any policies made available to you by MTS.
• Not abuse or conduct illegal activity using our Service.
• Not contact our Translators directly without MTS written preapproval.
• Not defame or harass MTS, or its employees, contractors, or Translators.
MTS at its discretion may suspend or terminate your access to the Service or an Order if you do not comply with this TOS or if we discover misconduct, fraudulent activities, overdue payments, or a violation of this TOS, with or without notice.


3. ORDERS, APPROVAL
Payment. As a general rule, payments have to be made in advance as a prerequisite to Order processing and performance of the Service is initiated only after such payments are received by MTS. However, with regular Customers whose accounts are in good standing we can establish more flexible payment arrangements.

Order. You can initiate an Order by providing all the required information and submitting the specified payment as instructed by MTS.

Client Materials. Customer is responsible for providing the Client Materials to be translated, materials describing the context of the translation, and all other necessary materials (glossary guide, etc.) when placing the Order. MTS may make recommendations on which source materials and in what format to provide source materials, but ultimately the quality of the results will depend on the clarity, accuracy, and comprehensiveness of the Customer’s source materials and instructions provided.

Cancellations. Customer can cancel any Order if the project has not yet been engaged by a Translator. To attempt to cancel an Order, contact MTS customer support at [email protected] to see if the Order can be cancelled. If the Order has been assigned to a Translator already, the Order cannot be cancelled and there will be no refund.

Translated Works. We will email you when the Translated Works are ready for your review.

Approval or Rejection. Upon MTS notification of delivery of the Translated Works, Customer will have 60 days to review the Translated Works and request any changes if appropriate. If Customer does not respond within the 60-day review period, the Translated Works will be deemed “Approved”. Alternatively, Customer may reject the Translated Works within the 60-day review period if it reasonably determines that it does not meet the Quality Level that was ordered. We will typically get back to you within two business days. Due to the nature of language translation, errors in translations will inevitably occur. But if MTS determines that the Translated Works that you have rejected did not meet the quality level specified in the Order, then MTS will correct and resubmit the Translated Works within a reasonable time frame. Mnemosyne Translation Services, LLC’s liability will be limited to correcting such errors.

Disclaimer. You agree to review any Translated Works before making such content public, and you expressly agree that MTS will not have any liability or indemnity obligations to you based on the Translated Works if you fail to do so.


4. TRANSLATORS; CONTRACTORS.
MTS may use and retain third party contractors (such as Translators) to provide the Service to you. As such, you agree that MTS may sublicense its rights under this TOS to third parties to act on MTS’s behalf, provided that such third parties are contractually bound by terms no less protective of Customer than this TOS. MTS is solely responsible for paying and resolving all disputes with third party contractors and Translators.


5. CLIENT MATERIALS DISCLOSURE
We disclose the Client Materials to potential Translators and contractors, for the sole purpose of allowing him/her to preview the content in order to decide on the price estimate or whether to engage the Order. You are solely responsible for editing or removing any confidential or personally identifiable information the Client Materials if you do not wish to disclose that information.


6. INTELLECTUAL PROPERTY
All intellectual property rights in the Translated Works will be assigned to Customer upon Customer’s Approval of the Translated Works and Your compliance with this TOS.
Third party content and trademarks displayed on the Service are owned by their respective owners and may not be reproduced in whole, or in part, without the express written permission of the owner.
If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.
In order to provide you and our other customers the best possible translation and language services, we (and those we work with) may use your Translated Works, as aggregated with other customer works, to generally improve the Services (for example, fine tune our turn around time estimates, or improve machine translation and machine learning systems). If we do this, we never disclose your identity or confidential information, nor make your Translated Works publicly available.


7. WARRANTIES AND DISCLAIMERS
Customer represents and warrants that it has all necessary right, title, and interest in the Client Materials, and that the Client Materials will not and do not infringe or violate any third party’s rights, do not violate any law, and do not contain any offensive or unacceptable content.

The Service and Translated Works are provided “AS IS”. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER MTS NOR ITS TRANSLATORS, CONTRACTORS, OR SUPPLIERS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.


8. INDEMNITY
Customer will indemnify and hold harmless MTS, its affiliates, current and past directors, officers, members, owners, contractors and employees from and against any and all claims, taxes, losses, damages, liabilities, judgments, settlements, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (1) Customer’s breach of any of its representations, warranties or obligations under this TOS; (2) Customer’s negligent, reckless or intentionally wrongful act or by its assistants, employees, contractors or agents; (3) Customer’s failure to perform its obligations or exercise its rights in accordance with all applicable laws, rules and regulations.


9. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL MTS’S LIABILITY HEREUNDER EXCEED THE AMOUNT PAID BY THE CUSTOMER TO MTS FOR SPECIFIC PORTION OF THE SERVICE GIVING RISE TO LIABILITY.


10. GENERAL
This Agreement is governed by the laws of the State of California, USA. In the event of any controversy or claim arising out of or relating to this agreement, or a breach thereof, the parties hereto shall first attempt to settle the dispute by mediation, administered by the American Arbitration Association under its Mediation Rules. If settlement is not reached within sixty days after service of a written demand for mediation, any unresolved controversy or claim shall be settled by binding arbitration. PLEASE CLICK ON THE FOLLOWING LINK TO ACCESS OUR ARBITRATION AGREEMENT.
MTS may modify this TOS at any time. You should look at the terms regularly. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
This TOS controls the relationship between MTS and you. They do not create any third party beneficiary rights.
If you do not comply with this TOS, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
If it turns out that a particular term is not enforceable, this will not affect any other terms.
Dated 03/03/2016.