GENERAL TERMS AND CONDITIONS

1. About these Terms and Conditions. These general terms and conditions ("Terms and Conditions"), and any request for services, to the extent confirmed in writing by Marste & Co., Inc. (doing business as JuriscribeŽ and SpanLinguaŽ) (hereinafter, "Marste"), represent the entire agreement between Marste and the person or entity requesting services from Marste (the "Client"). These Terms and Conditions may not be supplemented, modified or amended except by written agreement signed by both the Client and Marste Any terms and conditions of the Client's purchase order or other forms or communications additional to or varying from those of these Terms and Conditions shall not be binding on Marste unless specifically agreed to in writing by Marste.

2. Requests. Each request for services to be provided by Marste (a "Request") must be made in writing by the Client, and must be confirmed in writing by Marste. No Requests, offers or terms and conditions shall be binding on Marste unless and until, and except to the extent they are confirmed in writing by Marste. There shall be no binding contract and no obligation of any kind on Marste until issuance of written confirmation thereof by Marste.

3. Intended Use of Work; Specifications. The Client shall clearly and specifically indicate the purpose and intended use of any work requested from Marste, as well as any other specifications regarding the services to be delivered by Marste, all of which must be agreed to in writing by Marste (the "Specifications"). Specifically, and without limitation, the Client shall indicate in the Specifications whether any documents submitted to Marste for translation purposes will be used as or in bids and tenders, any legal actions, including but not limited to court documents, letters rogatory, depositions, etc., contracts of any nature, advertising, printing or publication. The Client shall also make known to Marste any certification requirements upon making the request and all other circumstances wherein the services to be provided have a direct relation to life and death consequences, i.e., medical technology, service and operation manuals for machinery and industrial/agricultural equipment, tools, government security clearance, etc. It is understood and agreed that the service(s) to be provided by Marste and/or the translations or other work product to be delivered by Marste to the Client or its designees (collectively, the "Deliverables") shall be suitable only for the specific use and purpose disclosed by the Client and set forth in the Specifications, and Marste shall have no obligation to produce a translation suitable for any other use or for any other purpose or in any context not specifically disclosed and described by the Client. The Client understands and acknowledges that no Deliverables can be certified as accurate or suitable with respect to any use or purpose or in any context except that specifically described by the Client.

4. Fees. Unless otherwise agreed in writing by Marste, all fees for services provided by Marste hereunder are payable in full, in United States dollars, upon the delivery or provision thereof. At the 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 the Client. The Client shall pay Marste such deposit as may be requested by Marste in writing, prior to commencement of the assignment.

The Client understands and agrees that any change in the Specifications after the acceptance of an estimate by Marste may result in delays in the provision 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. Marste reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final source materials to be translated. Unless otherwise agreed in writing by Marste, the Client is liable to Marste for payment in full of Marste's invoice for the Deliverables, whether or not such invoice amount exceeds the amount quoted by Marste in its written estimate, provided that any variance is not inconsistent with the estimate or quote and is explained in Marste's invoice.

5. Reimbursable Expenses; Delivery and Shipping. In addition to the quoted amount to be paid to Marste as compensation for its work, the Client shall reimburse Marste for its reasonable out-of-pocket expenses and disbursements ("Disbursements") incurred in connection with performance of the work for the Client, including without limitation, delivery and shipping costs for third party service providers such as courier services, Federal Express, UPS, US Postal Service, other express delivery services, and any insurance fees deemed necessary or appropriate by Marste, as well as long-distance telephone or telefax charges incurred on the Client's behalf. All such Disbursements shall be invoiced by Marste to the Client at cost plus handling charges at Marste's normal rates. Marste shall incur no liability for lateness, negligence, or direct or indirect damages due to delays or failure to deliver by such third party service providers.

6. Credit References & Payment Terms. If deemed necessary by Marste, all first-time clients shall submit verifiable credit references before Marste will proceed with a Request. If adequate credit references cannot be provided, all work must be paid for in advance. Marste may, at its discretion, require deposits or COD payment for certain projects. Unless otherwise specifically agreed in writing, under no circumstances will Marste extend credit for more than a maximum of 30 days from the date of the invoice. Any invoice outstanding and unpaid for more than 30 days shall be considered delinquent, and interest shall accrue on all balances outstanding for more than 25 days at the lower of (i) 1.5% per month (18% per annum) or (ii) the highest rate allowed by law. In addition to interest accruing on outstanding balances, Marste shall also invoice a late payment handling charge of $25.00 to be billed with each reminder statement mailed to the Client in monthly intervals. The Client agrees that any and all fees, costs and expenses, including without limitation reasonable attorney's fees and disbursements ("Collection Costs") incurred by Marste in connection with collection attempts shall be paid by the Client. Any such Collection Costs shall be due and payable to Marste upon the Client's receipt of Marste's invoice to the Client therefor.

7. Revision of Translation-Related Deliverables. The Client agrees to promptly review the translation-related Deliverables upon receipt thereof and to notify Marste within seven (7) business days of any errors or omissions in such Deliverables. Marste agrees to rectify the following without charge within a reasonable period of time: outright mistranslation, omission, typo, grammatical mistake, or non-adherence to any approved glossary ("Non-Subjective Errors"). Marste's sole obligation with respect to such Non-Subjective Errors is the obligation to correct the Deliverable at no cost to Client, provided that the Client gives notice of such errors to Marste within seven (7) business days of Client's receipt of the Deliverables. Failure to raise an objection within this period shall be considered as approval of the work as delivered. All changes requested by the Client other than non-subjective errors or omissions will be subject to additional charges. Marste shall not be responsible for alterations to Marste's work made by any other person acting on behalf of the Client.

8. Employees & Subcontractors; Non-Circumvention. The Client agrees that the Client shall not solicit or retain, either directly or indirectly, any employee, translator, interpreter, or other personnel contracted or supplied by Marste (collectively referred to as "Marste's Agents and Independent Contractors") to provide services for the Client other than by submitting the desired work to Marste. In the event of any breach of this provision by the Client, without limiting any other remedy which may be available to Marste, the Client shall owe to Marste as a referral fee, 100% of any and all amounts paid by Client to any of Marste's Agents and Independent Contractors with respect to any services performed for the Client by any of Marste's Agents and Independent Contractors, other than by or through Marste, at any time within two years after the date of the Client's most recent Request made to Marste.

9. Copyrights. Final release of copyrights or other intellectual property rights for translations in printed or electronic form, any audio or video recordings, computer files or graphics, shall only be issued after payment in full of all outstanding balances of the invoice amount, fees and Disbursements due to Marste, including interest and any possible Collection Costs.

10. Retention of Source Materials and Work Product. Marste reserves the right to retain file copies of all source materials and any work product contained in any of the Deliverables, but shall have no obligation to do so unless otherwise agreed in writing by Marste. Marste shall have no obligation to comply with any request by the Client for source materials or Deliverables more than six (6) months after the date of first delivery of the Deliverables to the Client or its designee; provided that Marste may search for and provide such source materials and/or Deliverables upon the payment of an additional fee to Marste to be agreed upon in advance.

11. Cancellation Policy. All cancellations of services contracted by the Client require written notice to Marste. For services related to translation and/or transcription, any cancellation of work already begun will incur a cancellation fee to be determined by the work already performed, in the amount of that portion of the total estimated cost allocable to the work already performed, plus all costs and Disbursements, of any kind, incurred in connection with the services contracted or the performance of work thereunder. This may include billing for work performed up to the time of cancellation, additional administrative or research time, rush fees, and project-specific expenses. For services relating to interpreting, voice-overs or other audio/video services, unless otherwise agreed in writing by the parties, all such services shall be subject to a cancellation notice period of at least thirty (30) days prior to the earliest time and date set for such work. In the event of such cancellation with required notice, the cancellation fee shall be 50% of the quoted amount for the service contracted. In the event of such a cancellation without giving the required notice, the cancellation fee shall be 100% of the quoted amount.

In addition to any applicable cancellation fees, the Client shall reimburse Marste for all costs, expenses and Disbursements incurred in connection with the service contracted, including without limitation any and all Disbursements, additional fees, or additional charges incurred towards any third party, including but not limited to equipment providers or audio or video recording facilities booked by Marste for that specific project, whether as a consequence of such third party's cancellation or booking policies or otherwise.

The Client agrees to pay the fees described in this section as liquidated damages (and not a penalty) in the event the Client cancels any Request, in whole or in part, for any reason.

12. Limitation of Liability; No Warranties. In performing its services, Marste endeavors to produce accurate, idiomatic translations of the highest quality. Notwithstanding the foregoing, the Client understands and accepts that words and phrases in different languages rarely have an exact correlation, and that no liability is assumed by Marste for any actual or alleged lack of nuance or impact, in particular, and without limitation, as these may relate to expressiveness of a text and its suitability for use by the Client in any particular activities. The Client agrees that Marste's sole and exclusive liability with respect to the text of any translation-related Deliverables shall be to correct Non-Subjective Errors as set forth in Section 7 above.

EXCEPT AS SET FORTH ABOVE, MARSTE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, except only as may be contained in such written certification that Marste may deliver to the Client at the time of delivery of the Deliverables. Marste shall be under no obligation to provide any such certification unless, and except only to the extent, as specifically agreed in the written confirmation of the Client's Request delivered by Marste to the Client.

Marste shall under no circumstances be liable for any losses, claims, causes of action, expenses, judgments, or damages of any nature or kind, including without limitation special, direct, indirect, incidental or consequential damages or loss of profit or income (collectively, the "Claims"), exceeding the lesser of the invoice amount or the replacement value of the work performed by Marste, and regardless of whether Marste has been advised of the possibility of such claims. This limitation shall apply whether such alleged Claims may be due to dispute, inadequate guidelines, faulty specifications, failure to respond to inquiries, negligence, scheduling, third party service provider failure, wars, riots, acts of God or nature, or any other cause.

Notwithstanding the foregoing, under no circumstances shall Marste be liable for any delay in delivering or providing Deliverables if such delay results, directly or indirectly, from (a) the failure or inability of the Client to provide Marste with the fee deposit, as well as complete and/or legible copies of any documents or other materials necessary for the provision of the Deliverables, if applicable, (b) the failure of the Client to timely comply with any other obligation or to timely provide any other materials or information needed for the preparation and/or provision of any Deliverables, or (c) instances of force majeure or any other reason beyond the control of Marste

13. Client Warranties; Indemnification. The Client represents and warrants that (a) the Client owns or has obtained all necessary rights, title and interest, in and to the source material(s) to be translated or otherwise worked on by Marste, including and without limitation all applicable copyrights, trademarks or service marks, or licenses thereunder, with respect to written materials or designs; the rights and titles for film and audio productions; and any necessary patent rights or license thereunder with respect to technical materials, and that (b) neither the provision of the Deliverables nor any other service to be performed by Marste with respect to such material(s), or any copying in connection therewith, will infringe or otherwise violate the rights of any third parties. The Client shall indemnify and hold Marste harmless from and against (a) any Claims of any person or entity arising in connection with any challenge to the Client's rights to, or use of, the above material(s), any allegation or infringement or violation of a third party's rights, or any other circumstances calling into question the accuracy and truth of the Client's representations and warranties above, whether or not such challenge or allegations are ultimately successful in legal proceedings, and (b) any and all costs, expenses, attorney's fees and disbursements, losses and damages of any kind incurred by Marste as a consequence of or in connection with such Claim, whether or not Marste was named as a party to any action or proceeding in connection therewith.

Furthermore, The Client agrees to indemnify and hold Marste harmless from and against the full amount of any Claims, whether direct or indirect, incidental, or consequential, to the extent such Claims are caused by or result from (a) the Client's use of any Deliverables for purposes other than such Deliverables were intended or for a specific purpose not previously communicated and agreed to by Marste, and the Deliverables commissioned were not approved by Marste in writing for such new and redefined use, (b) translations performed on a rush basis which may preclude editing and proofreading that would otherwise be considered prudent, (c) any documents, computer files, audio and video tapes, graphics or other property submitted by the Client to Marste, which shall be at the Client's risk, and (d) any illegal or libelous matter translated, printed, recorded or otherwise processed by Marste on behalf of the Client, and/or any infringement or alleged infringement or violation of third party rights, including without limitation with respect to any trademarks, service marks, copyrights, patents, designs, trade secrets, or materials or information alleged to be of a confidential or proprietary nature.

14. Confidentiality and Terminological Data. Marste undertakes to take reasonable measures to protect the confidentiality of the Client's proprietary information, including any materials such as trade secrets, financial information, information relating to business, products, patent applications, litigation, customer lists, personal information or protected health information, to the extent that such materials are designated by the Client as "Proprietary and Confidential." Nevertheless, it is understood and agreed that (a) in the course of its engagement by the Client, Marste will be entitled to provide copies of any such Confidential or Proprietary materials to any and all of Marste's employees, agents, independent contractors, or other third party service providers, to the extent required, in Marste's judgment, to complete the work contracted for by the Client, and (b) Marste shall have no responsibility for information that becomes available to the general public through no act or negligence on the part of Marste.

Unless otherwise agreed in writing, the Client's proprietary and/or confidential materials shall not include, or be deemed to include, any terminological data or glossaries created or compiled by Marste in the course of work for the Client, which data and/or glossaries shall remain the property of Marste Marste reserves the right to use such materials in any manner, including without limitation the performance of services for third parties and the sale of such data or glossaries to publishers.

15. Applicable Law. These Terms and Conditions shall be governed in all respects by the laws of the United States of America, and by the laws of the State of New York as such laws are applied to agreements entered into and to be performed entirely within the State of New York between residents thereof.

16. Dispute Resolution. Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its then-prevailing Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be conducted in the English language in the City of New York.

17. Notices. All notices or communications required or permitted to be given hereunder shall be in writing and shall be effective when transmitted, with machine generated transmittal confirmation, if sent by fax to the Client at its address or fax number in its Request or other correspondence, to Marste, or to Marste at its address or fax number shown on its confirmation of Request to the Client. A notice shall be deemed written if sent by email to the Client at its email address shown in its Request or other correspondence, or to Marste, at its email address shown in its confirmation of Request to the Client, and such notice shall, unless contrary is proven, be deemed to be received on the day it was sent.

18. Modifications. No modification, amendment, supplement to or waiver of these Terms and Conditions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.

19. Waiver. No waiver by either party, express or implied, of any term, condition or obligation of these Terms and Conditions shall be construed as a waiver of any subsequent breach of any term, condition or obligation of these Terms and Conditions, whether of the same or a different nature.

20. Entire Understanding. These Terms and Conditions, and the terms of any written confirmation provided by Marste to the Client, set forth the entire understanding of the parties as to the subject matter hereof, and supersede all previous understandings or agreements (whether written or oral) concerning the subject matter hereof.

21. Severability. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be severed from these Terms and Conditions with respect to the matter in question, and the remainder of the Terms and Conditions shall remain in full force and effect.

22. Publicity. Marste may use the name of the Client in press releases, advertising and materials distributed to prospective customers, unless otherwise agreed by the parties in writing.

END OF GENERAL TERMS AND CONDITIONS




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