Juriscribe - Corporate and Legal Translation Services

1. DEFINITIONS. "Marste" means Marste & Co., Inc., a corporation duly organized and validly existing under the laws of the State of New York, USA, and doing business in such state under the names Juriscribe® and SpanLingua®. "Client" means the individual or entity contracting for services hereunder or the entity on whose behalf the services are contracted. "Terms and Conditions" means the terms and conditions embodied herein. "Source Materials" means the documents and other materials provided by Client to Marste for translation hereunder. "Deliverable" shall mean any product or service provided or delivered by or on behalf of Marste to Client or any designee(s) thereof. "Specifications" means the written specifications agreed to between Marste and Client with respect to Deliverables. Marste and Client are sometimes referred to herein as the "Party" or "Parties", as the case may be.

2. FEES. Unless otherwise agreed in writing by Marste, all fees for Deliverables provided by Marste hereunder are payable in full, in United States dollars, prior to the delivery or provision thereof. At Client's request, Marste shall provide a written estimate of its fees upon review of the Specifications and any Source Materials or other documentation provided by Client. Unless otherwise agreed in writing by Marste, Client is liable to Marste for payment in full of Marste's invoice for Deliverables, whether or not such invoice amount exceeds the amount quoted by Marste in its written estimate. Client shall pay Marste such deposit as may be requested by Marste in writing, prior to commencement of the assignment. Under no circumstances shall Marste be liable for any delay in delivering or providing the Deliverables if such delay results, directly or indirectly, from (1) the failure or inability of Client to provide Marste with the fee deposit, complete and/or legible copies of Source Materials, if applicable, (2) the failure of Client to timely comply with any other obligation or to timely provide any other materials or information needed for the preparation and/or delivery of any Deliverables, or (3) instances of force majeure or any other reason beyond the control of Marste. Client understands and agrees that any change in the Specifications after the acceptance of an estimate by Marste may result in delays in delivery of the Deliverables and/or additional fees, even if the scope of the project in question is narrower as a result of such change in Specifications.

3. LIMITED WARRANTY. Marste represents and warrants to Client that all translations of written or spoken language into a particular target language shall be complete and accurate translations and will otherwise meet all applicable Specifications. In the event that Client has any claim for inaccuracy, incompleteness or any other failure of Deliverables to meet the Specifications, Client must notify Marste within thirty (30) days from receipt of the Deliverables. Failure by Client to notify Marste of any claim with respect to the Deliverables within said thirty (30) day deadline shall be deemed a permanent waiver of any such claim. Client understands and agrees that Marste may, at its sole option and expense, revise Deliverables or retranslate Source Materials in order to make the Deliverables conform to the Specifications. THIS REPRESENTS THE ENTIRE WARRANTY OF MARSTE FOR DELIVERABLES HEREUNDER, AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED. CLIENT UNDERSTANDS AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL MARSTE BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, WITH RESPECT TO THE SERVICES PROVIDED BY MARSTE. CLIENT UNDERSTANDS AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL MARSTE'S LIABILITY TO CLIENT EXCEED THE TOTAL AMOUNT OF FEES PAID TO MARSTE HEREUNDER.

4. GOVERNING LAW - ARBITRATION. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws principles. Any dispute arising out of or in connection with these Terms and Conditions shall be referred to an arbitration panel composed of three arbitrators, one to be chosen by each Party and the third to be chosen by each arbitrator so selected. The arbitration will be held in the City of New York, State of New York, under the rules of the American Arbitration Association then in effect, and the award of the Arbitration Panel shall be final and binding on both Parties. Each Party shall bear its own costs. If either Party refuses or fails to appoint an arbitrator within twenty (20) days from notice of the arbitration, the arbitrator selected by the other Party shall appoint a second arbitrator, and the two arbitrators so selected shall appoint the third.

5. REPRESENTATIONS OF CLIENT - INDEMNIFICATION. Client represents and warrants to Marste that (1) it is duly authorized to enter into this agreement; (2) it owns or has the right to use the Source Materials for the purposes contemplated herein; and (3) the translation of the Source Materials shall not infringe any intellectual or industrial property right(s) of any third party. Client hereby agrees to indemnify and hold Marste harmless from and against any claims, demands, judgment or liability asserted or threatened against Marste, its directors, officers, employees and agents, as a result of the use of any Deliverables provided by Marste hereunder, including without limitation for infringement of copyright, patent, trademark, trade name, service name, or any other intellectual or industrial property right of any third party.

6. CONFIDENTIALITY. Marste shall maintain in strict confidence any confidential and/or proprietary information of Client divulged hereunder, whether contained in the Source Materials or any other documentation. At Client's request and sole cost and expense, Marste shall return to Client or destroy any and all copies of the Deliverables and/or Source Materials.

7. RECORDS RETENTION. Marste shall keep Deliverables on file for a period of three (3) months following delivery thereof to Client. Thereafter, Marste may, at its sole discretion, delete or destroy any and all copies of the Deliverables, including without limitation by purging the electronic versions of such Deliverables from its computers and any hard drives, floppy disks or other electronic media, and by shredding or otherwise disposing of all printed copies thereof.

8. NOTICES. All notices required or sought hereunder shall be in writing and sent to the relevant Party at its last known address by certified mail return receipt requested, facsimile with transmission receipt, or overnight courier with signed delivery receipt. Notice shall be deemed given on the date received, if sent by mail or overnight courier, or on the date sent, if sent by facsimile transmission.

9. ENTIRE AGREEMENT. These Terms and Conditions constitute the entire agreement between Marste and Client, and supersede any prior oral or written understandings, contracts or agreements between the Parties with respect to the subject matter hereof. In the event of any conflict between these Terms and Conditions and the provisions contained in any other communications, proposals, estimates, contracts, agreements, work orders, or other documentation, these Terms and Conditions shall govern. In order to be valid, any amendment to this agreement must be in writing and signed by both parties, and explicitly state the provision hereof which it is intended to replace.

10. MISCELLANEOUS. The Terms and Conditions contained herein which by their sense and context are intended to survive termination, shall survive. The failure by Marste to enforce any term or condition shall not constitute a general waiver of any other term or condition. If any portion of these Terms and Conditions is held invalid or unenforceable, the balance shall remain unaffected and these Terms and Conditions shall be construed as not containing that portion. Headings in these Terms and Conditions are for convenience purposes only and do not affect the meaning, enforceability or interpretation of any provision.