Website and Software Terms of Use

1. These Terms Govern All Use of the Web Site and WordDoc Software

   This Web site (http://www.worddoc.net/ and any other website provided by or on behalf of WordDoc Translations, Inc., collectively, this "Site") is owned and controlled by WordDoc Translations, Inc., a Florida corporation, and its affiliates (collectively "WD", "we" or "us"). Use of the Site is governed by and subject to these terms (these "Terms of Use"). Please read these Terms of Use carefully and thoroughly. By accessing and using the Site, you agree that you have read and understand these Terms of Use, and that you accept and agree to be bound by the terms and conditions set forth in these Terms of Use. If you do not agree to the terms and conditions of these Terms of Use, please do not continue to access and use this Site. If you are unsure about the meaning or application of any of these Terms of Use, please contact us either by e-mail at solutions@worddoc.net or by calling our customer service line at 1-877-433-9673.

2. We may Change these Terms from Time to Time

   These Terms of Use may be updated or amended by WD from time to time. All such updates and amendments are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, posting a revised version of these Terms of Use, or other notice, on the Site. View these Terms of Use often to stay informed of changes that may affect you, as your continued use of this Site signifies your continuing consent to be bound by the then-current Terms of Use.

3. Access, Registration and Use

   In these Terms of Use, "you" refers to an individual accessing this Site, regardless of any particular WD subscription account, product or services purchased or licensed. To the extent applicable, "you" also includes the corporation or other legal entity (your "Company"), if any, on whose behalf you are accessing this Site. Though registration is not required to access and use certain features and materials that we make available on the Site, you must register with WD as a subscriber in order to take advantage of the features and benefits of a WD Account (R&D, GM or HQ) and other products that we may offer. You agree that all information that you provide to WD in connection with your access to and use of the Site (including, but not limited to, all information that you may provide in the WD subscriber registration process) is true, accurate and complete to the best of your knowledge, belief and ability, and that you will maintain and routinely update such information to keep it true, accurate and complete at all times. We reserve the right to terminate, refuse, restrict or discontinue service or access to the Site, or any portions or features of this Site, to you or any other person or entity, at any time, and without notice or liability (including, but not limited to, terminating your use of the Site), in the event that any information provided by you in any Site or subscriber registration process is, at such time or at any time thereafter, untrue, inaccurate or incomplete or if you otherwise fail to comply with these Terms of Use or the terms of any license, purchase order or other agreement that you have with us (including, but not limited to, the terms of the WD Subscription Agreement as posted and updated from time to time on the Site).

4. Use of Content

   WD grants you a limited license to access and make personal use of this Site and the Content for legitimate purposes. Except as expressly provided for in these Terms of Use or in an applicable, validly executed license or service agreement (including, for example, the WD Subscription and Services Agreement, as posted and updated from time to time on this Site) between you or your Company and WD, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of the Site or any Content in any other manner or for any other purpose constitutes an infringement of WD intellectual property and other proprietary rights. Other than as necessary and required to facilitate your personal use, you may not reproduce, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any Content or other portion of the Site, or any other Web site owned or operated by WD, without the prior written permission of WD. Use of the Content, or of any copies of documents posted or otherwise made available by WD on or through the Site, on any other Web site or other networked computer environment is expressly prohibited without prior written permission from WD. You shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the Content or within any document posted or otherwise made available by WD on or through the Site. Except as expressly authorized by WD in writing, in no event shall you reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, all or any portion of the Content or the Site, or access to or use of the Content and the Site.

5. WD Subscription and Services

   Unless otherwise agreed in writing by you and WD, your use of any Subscription Account, product or services of WD other that the Site is governed by the WD Subscription and Services Agreement, as posted and updated from time to time on the Site. WD owns or (where required, appropriate or applicable) has been licensed by third parties to use all right, title and interest in and to the WD Subscription Accounts and any other associated supporting product (collectively, with the associated documentation and other materials, "WD Subscription Accounts"). WD Subscription Accounts constitute valuable proprietary information that is protected by applicable intellectual property and other proprietary rights recognized by, and the laws and international treaties of, the United States and other countries. You may only use such products and services pursuant to the terms of the WD Subscription and Services Agreement or the other written contractual terms by which they are licensed or otherwise provided to you or your Company by WD or its authorized sales representative.

6. Submissions

   By submitting information and material to the Site or to WD, whether by facsimile, e-mail, telephone or other mode of communication, or through access to and use of the Site or the Content (including, but not limited to, by accessing or using of any available pages or applications, by submitting documents, or posting feedback, questions, comments, suggestions, ideas, graphics, text, software or computer files of any type), you thereby expressly grant, or warrant that the owner of such material has expressly granted, WD a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, make and have made, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed, subject to our Privacy Policy, as set forth on the Site.

7. Proprietary Content

   WD respects the intellectual property rights of others and expects you to do the same. WD has expended substantial time, effort and funds to create the Site and to collect and provide the materials, products and services that are available through the Site. You understand and agree that WD owns or (where required, appropriate or applicable) has been licensed by third parties to use all right, title and interest in and to the Site and the products and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other content contained therein, and the collection, design, selection and arrangement thereof (collectively, the "Content", but expressly excluding the content of individual MSDS documents that are accessed, used or obtained on or through the Site). You acknowledge that the Content contains valuable proprietary information that is protected by applicable intellectual property and other proprietary rights and laws of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. Such intellectual property and proprietary rights include, but are not limited to; various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection and trade secrets, and all such rights are and shall remain the property of WD and its licensors.

8. Privacy

   Information that you provide or that we collect about you and your Company through your access to and use of the Site is subject to our Privacy Policy, the terms of which are hereby incorporated into these Terms of Use by reference. We encourage you to read and become familiar with our privacy practices.

9. Security

   WD takes commercially reasonable measures to secure and protect information transmitted to and from the Site, however we cannot and do not guarantee that any such communications or any electronic commerce conducted on or through the Site is or will be totally secure. You are responsible for maintaining the confidentiality of any login or ID (your "User ID") and any password that may be assigned to you by WD, and you are fully responsible for all access and any activity that occurs through use of your User ID or password. You agree to immediately notify WD of any unauthorized use of your User ID or password or any other breach of Site security of which you become aware. WD cannot and will not be liable for any loss or damage arising from any unauthorized access or use of your User ID and password.

10. Compliance with Law

    You access and use the Site and the materials, products and services available on or through the Site or WD at your own initiative and risk. In connection with your access to and use of the Site and that of any person authorized by you to use the Site, you are responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions. Recognizing the global nature of the Internet, you agree to comply with all applicable local rules regarding online conduct and acceptable content. You expressly agree to comply with all applicable laws regarding the transmission of data or information out of the country in which you reside. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. These assurances and commitments by you shall survive termination of these Terms of Use or your access to and use of the Site.

11. Linked Sites

    For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of WD. WD does not sponsor or endorse such Web sites and is not responsible for the accuracy, content or any aspect thereof. WD disclaims all liability for such Web sites, and for any use of the links to such Web sites or use of such Web sites themselves. We also disclaim all liability and make no representations or warranties for any products or services made available, sold or provided to you by any third party. Your use of other Web sites, and the offer or purchase of products or services on or through such other Web sites, is subject to the terms and conditions thereof. You agree that you will bring no suit or claim against WD arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites. Links do not imply that WD is affiliated or associated with, or is legally authorized to use any trademark, trade name, service mark, logo or copyright symbol displayed in connection with or accessible through such links, or that any linked site is authorized to use any trademark, trade name, service mark, logo or copyright symbol of WD or any of its affiliates.

12. Limits to Reliance and Warranties

    Although WD strives to make the Site and the materials (such as MSDS documents), products and services provided through this Site and through WD (collectively, the "WD Materials and Services") helpful, reliable and current, you understand that your access to and use of the Site and the WD Materials and Services are at your own initiative and risk. It is your responsibility to take precautions to ensure that any information, materials, software or data that you access, use, download or otherwise obtain on or through the Site and WD are:

    1. up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose for which you, or your Company, may desire to use them; and
    2. free of viruses and other destructive routines.

    All WD Materials and Services are provided "As-is" and "as-available", without any warranties or guarantees whatsoever, whether express or implied. WD disclaims all warranties, including the implied warranties of mechantability, fitness for a particular purpose, title and infringement. WD does not represent, warrant or covenant that the WD Materials and Services are or will be accurate, current, complete, reliable, or appropriate for any particular purpose You or Your Company will put them to, or that that they will be available on an uninterrupted basis, or that defects will be corrected, or that the WD Materials and Services will be free from computer viruses or other harmful components. In particular, all users of the WD Materials and Services are responsible for confirming that any MSDS or other document accessed is current, complete accurate, and suitable for the use the user intends to put it to. Neither WD, its officers, employees, directors, agents nor business partners ("WD Associates") shall be liable to you, your company, or any third party for any loss, cost, damage or other injury, whether in contract, tort, negligence, strict liability or otherwise, arising out of or in connection with your use or reliance on the WD Materials and Services, or any decisions made, or not made, or actions taken, or not taken by you, your company or a third party in reliance on the WD Materials and Services, or in any other way arising from access to this Site or the WD Materials and Services for any indirect, consequential, incidental, punitive special or similar damages or costs, including but not limited to lost profits, data, goodwill, loss of or damage to property, loss of use, or business interruption. In a jurisdiction that does not allow the exclusion of liability or limitation of certain damages, the liability of the WD Associates shall be limited in accordance with these terms to the fullest extent permitted by law. With regard to any claims or other matters arising under or in connection with this Terms of Use and the WD Materials and Services, the collective, aggregate and maximum liability of the WD Associates shall not exceed $1,000.

13. Indemnification

    You agree to indemnify, defend and hold all of the WD Associates harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys' fees), made by any third party due to or arising out of content, data or information you submit, post to or transmit through the Site, your access to and use, negligent use or non.use of the Content, the Site and other materials (such as MSDS documents), products and services available on or through the Site and WD, your violation of these Terms of Use or your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification set forth herein shall survive termination of these Terms of Use and your use of the Site.

14. Miscellaneous

    These Terms of Use and the WD Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms), together with any applicable, validly executed licenses or services agreements between you or your Company and WD (including the WD Subscription and Services Agreement, as posted and updated from time to time on the Site) collectively constitute the entire agreement with respect to your access to and use of the Site and the materials, products and services available on or through the Site or WD. Our electronically or otherwise properly stored copy of these Terms of Use shall be deemed to be the true, complete, valid, authentic and enforceable copy of these Terms of Use and you agree that you shall not contest the admissibility or enforceability of WD.s copy of these Terms of Use in a court in connection with any proceeding arising out of these Terms of Use. These Terms of Use do not confer any rights, remedies or benefits upon any person other than you and WD. WD may assign its rights and duties under these Terms of Use at any time to any party without notice. You may not assign these Terms of Use without the prior written consent of WD. These Terms of Use shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Should any provision of these Terms of Use be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.

15. Dispute Settlement, Jurisdiction and Waiver of Right to Trial by Jury

    This Site is hosted and controlled by WD in the State of Florida. These Terms of Use shall be governed by and construed under the law of the State of Florida, without regard to conflicts of law principles or rules thereof. Any legal action arising out of or related to these Terms of Use and your access to and use of this Site must be commenced within one year after the cause of action arises. By utilizing the functions of this Site, you acknowledge and agree that WD and You each waive rights to trial by jury with regard to any disputes arising from this Site, its functions and your viewing and use of it. WD and you each agree to use your best efforts to settle any dispute or claim arising out of, or relating to, for resolution of any matters related to interpretation, construction or enforcement, or otherwise in connection with these Terms of Use, the WD Privacy Policy referenced herein, or otherwise related to or in connection with your access to and use of this Site and the materials, products and services available on or through this Site or WD. If WD and you cannot reach a written settlement agreement within thirty (30) days of your initially raising the controversy or claim, WD and you shall submit any controversy or claim arising out of, or relating to, these Terms of Use to binding arbitration in Orlando, Florida administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

16. International Users and Export Control Laws

    The Site can be accessed from countries around the world. WD makes no representation that the Site, or the services and products available through it, are appropriate or available for use at other locations outside the United States, and access to the Site from territories where the Site or any of its services or products are illegal is prohibited. The export and re.export of software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re.exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods. In addition, WD software (if any) may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.