Terms & Conditions
The following agreement (referred to herein as "Agreement") governs the use of the entire group of World Wide Web sites owned and operated by Trans-Asia Inc., its affiliates, licensees, and subsidiary companies ("Trans-Asia" "we," "us," or "our") inclusive of, but not limited to all written and graphic or design materials, underlying HTML or other source files, discussion groups and e-mail features, products or services offered as part of any Trans-Asia website, all of which are defined collectively as the "Site." By using the Site and/or accepting any of the Site's products, in any form, you ("you" or "user") agree to be legally bound and to abide by this Agreement. If you do not agree with the terms of this Agreement, please do not use the Site.
Trans-Asia Inc. (hereinafter, "Trans-Asia"), a company incorporated in Japan, and you (hereinafter, the "Customer") hereby agree that the terms and conditions set out in this agreement for services (hereinafter, "Agreement") shall apply to the services, included but not limited to the ToTranslate translation services (hereinafter, the "Services"), provided or to be provided by Trans-Asia to you. Placement of an order for ToTranslate services, irrespective of media, shall constitute acceptance of all of this Agreement.
- Description of Services
Trans-Asia shall provide the Customer with the ability to view information about Services provided by Trans-Asia, place an online order for certain Services, automatically receive a quotation for certain Services, and receive a completed translation within the time specified by Trans-Asia.
- Description of Customer
The Customer refers to any individual, company, organization or other entity who uses the Services, whether directly or indirectly. The Services provided by Trans-Asia are available only to individuals who are of legal age and who are capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to minors.
- Obligations of Customer
The Customer hereby agrees:
- to assume sole responsibility for the contents of any and all material that the Customer transmits to Trans-Asia, irrespective of medium;
- to comply with this Agreement and with any other instructions applicable to the Services;
- that Trans-Asia makes no warranty as to the results that may be obtained from the use of Trans-Asia's services, including but not limited to the Services;
- that all information provided will be, to the best of the Customer's knowledge, true and complete.
Trans-Asia may, at its sole discretion, immediately terminate its services should the Customer fail to comply with this Agreement.
- Quality and Corrections
Trans-Asia shall make every reasonable effort to produce the translation most suited to the purpose and context of the original document. The Customer understands that technical, cultural or linguistic considerations may require that the translated document deviate somewhat from the original document. If the Customer requests a change to the terminology or style employed by Trans-Asia, that change shall be made at the cost of the Customer. Trans-Asia shall correct free of charge any indisputable mistranslation, grammatical mistake, translation omission or typographical error. Trans-Asia's liability with respect to errors shall be limited to the obligation to correct the error at no cost to the Customer.
Trans-Asia may subcontract to professional translators translation work ordered by the Customer but, subject to the exclusive remedies and limitations of liability set forth in this Agreement, it shall retain responsibility for the work that is subcontracted.
- Use of Services
Trans-Asia expressly prohibits the use of its services, including but not limited to the ToTranslate translation service, for the following purposes:
- the creation of any material that constitutes an infringement of any patent, copyright, trademark or other intellectual property;
- the creation or transfer of any information deemed threatening, libelous, obscene, harassing or offensive by applicable law;
- the violation of any statute or government regulation of either Japan or the country in which the translation is used.
Trans-Asia reserves the right to refuse to provide its services, including but not limited to the ToTranslate translation service, for any reason whatsoever.
- Privacy and Confidentiality
Both Trans-Asia and the Customer acknowledge that in the course of providing and using the Services, they may be exposed to confidential or proprietary information belonging to the other party or relating to its affairs.
Trans-Asia shall make reasonable efforts to ensure the privacy of Customer information used to provide the ToTranslate service. Trans-Asia shall not use for any purpose whatsoever any personal information about the Customer except where specifically and knowingly authorized to do so by the Customer, other than to provide services under this Agreement. The nature of the work performed and any information transmitted to Trans-Asia by Customers shall be confidential. The Customer acknowledges that Trans-Asia may be obligated by any applicable law or legal process to reveal Customer information which may evidence or constitute criminal activity.
The Customer agrees to treat all information learned through association with Trans-Asia, including the names or identities of Trans-Asia's clients or potential clients, as strictly confidential.
- Information already known or independently developed by the recipient;
- Information in the public domain through no wrongful act of the party;
- Information received from a third party who was free to disclose it.
- Disclaimer of Warranties
TRANS-ASIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE SERVICES, INCLUDING, BUT NOT LIMITED TO THEIR MERCHANTABILITY, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, NON-INFRINGEMENT, SECURITY OR COMPLETENESS. THE CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT THE CUSTOMER'S SOLE RISK. TRANS-ASIA SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.
- Limitation of Liability
For the purposes of this section, "Trans-Asia" shall be deemed to include Trans-Asia Inc., its affiliates and their respective successors, and the directors, officers, employees, agents, representatives, suppliers, subcontractors and translators (whether employees or independent contractors) of Trans-Asia.
- For the purposes of this section, "damages" shall refer collectively to all injuries, damages, losses or expenses incurred.
- Trans-Asia's entire liability and the customer's exclusive remedy for any damages that may arise by defect or failure of the Services, or arising from the performance or nonperformance of the Services, irrespective of the form of action, whether in contract, tort, including negligence, strict liability or otherwise, shall be limited to a credit or refund of the charges for the service which gave rise to the claim.
- Trans-Asia shall not be liable for any direct, indirect, incidental, special or consequential damages, or for loss of profits, savings or revenues of any kind, even where Trans-Asia had knowledge, actual or constructive, of the possibility of such damages being incurred.
- The Customer acknowledges that it accepts the charges for the Services on the basis of the provisions of this section, agrees that the allocation of risk and liability set out in this section is fair, reasonable and not unconscionable. The Customer also acknowledges that the charges for Trans-Asia's Services are unrelated to the value of the Customer's business or the potential for indirect, incidental, consequential and special damages, or any other damages in excess of those allowed by this section.
The Customer hereby agrees to indemnify and hold Trans-Asia and its affiliates, agents, offices and employees harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of the Customer's use of the Services, the violation of this Agreement by the Customer, or the infringement of any intellectual property or other right of any person or entity.
- Force Majeure
Neither Trans-Asia, its affiliates nor their respective successors shall be liable in any way for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond Trans-Asia's reasonable control, including but not limited to labor dispute, fire, flood, law, governmental or political action or act of God or any other cause beyond Trans-Asia's control whether or not similar to the foregoing. In the event of any occurrence of any event of force majeure, the time period for Trans-Asia's performance under this Agreement shall be correspondingly extended.
- Fraudulent Use of Services
Trans-Asia shall have no liability whatsoever for any fraudulent use of the Customer's credit card, except where such fraudulent use is effected by the wrongful, intentional act of Trans-Asia or its representatives. The Customer acknowledges that it may be subject to criminal prosecution for any fraudulent act or any fraudulent or unauthorized use of a credit card.
Neither this Agreement nor any rights or duties hereunder may be assigned or delegated by the Customer or by Trans-Asia, without the prior written consent of the other party. Any assignment or delegation in violation of this Section shall be void. Notwithstanding the foregoing, Trans-Asia reserves the right to assign this Agreement, or any rights or duties under this Agreement, to any affiliate or successor company and also reserves the right to assign its right to payment without limitation.
Either party may terminate this Agreement upon notice to the other. The Customer shall be responsible for charges for the translation service rendered or work in progress prior to the effective date of the termination.
- Waiver and Failure to Exercise Rights
The waiver by either party of any breach of this Agreement shall not operate as a waiver of subsequent breaches of the same or different kind. The failure of either party to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of the party's right to exercise the same or different rights in other instances.
- Survival of Obligations
The obligations of the parties under this Agreement which by their nature would continue beyond the termination or cancellation of this Agreement shall survive such termination or cancellation.
- No Third Party Beneficiaries
This Agreement shall not be construed to create any duty or obligation on the part of Trans-Asia to any third party, and shall not provide any third party with any right, privilege, remedy, claim or cause of action against Trans-Asia, its affiliates or their respective successors.
The parties hereby agree to make all best efforts to resolve any dispute that may arise between the parties to this Agreement through good faith negotiations.
Violation of any of the material provisions of this Agreement and failure to remedy or cure such violation with thirty (30) days after written notice of said violation from either party shall constitute a default by the other party.
- Where a party is deemed to be in default of this Agreement, the other party shall have the right to claim damages from the defaulting party for said violation, or to seek other legal remedies, including but not limited to injunctive or equitable relief.
- Changes to Terms and Conditions
Trans-Asia reserves the right to change this Agreement at any time. Trans-Asia shall post any change to this Agreement on this page. Trans-Asia shall not be liable to the Customer or to any third party should Trans-Asia exercise its right to change this Agreement. Notwithstanding this, however, any changes shall only be effective against the Customer for orders placed after the effective date of the change, which shall be the date the change is posted on this page.
- Changes to Services
Trans-Asia reserves the right to change or discontinue the Services, with or without cause, immediately at any time. Trans-Asia shall not be liable to the Customer or to any third party should Trans-Asia exercise its right to change or discontinue it services.
The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction, such provision shall be severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect.
- Governing Law
The construction, interpretation and performance of this Agreement shall be governed by the laws of Japan. The parties hereby consent to and submit to this jurisdiction as the sole and exclusive forum for all matters or disputes arising under or relating to this Agreement or the relationship of the parties with respect to the subject matter hereof.
- Complete and Final Agreement
This Agreement constitute the complete and final agreement between the parties with respect to its subject matter and supersedes all prior oral or written representations, agreements and understandings between the parties with respect to the subject matter.
- Section Headings
All section headings are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.