- Introduction. Internet users use KoffeePhoto for photo storing and sharing services. The KoffeePhoto photo storing and sharing services, software and web site, are provided by KoffeeWare. Under the "KoffeePhoto Translation Program" ("Translation Program"), you are given an opportunity to translate certain phrases from the English language into a language in which you are fluent. These translated phrases may then be used to provide KoffeePhoto's photo storing and sharing services in other languages. By enrolling as a Translator using the online signup form, you agree to be bound by the terms and conditions set forth below (the "Agreement"), so please read these terms and conditions carefully. In this Agreement, "KoffeeWare" refers to KoffeeWare SAS, and "Translator", "you", or "your" refers to the party performing the language translation services.
- Translator's Responsibilities. You will be provided one or more phrases in the English language and will be asked to translate those phrases into a language in which you are fluent. In doing so, you agree to abide by the translator's guidelines, available at http://translate.koffeephoto.com/Guidelines.html or at such other locations as KoffeeWare may specify from time to time. Among other things, you agree to provide translations in good faith and you agree not to abuse the Translation Program by providing automated or inappropriate translations. Although you are responsible for the content of each translation, KoffeePhoto reserves the right to review, reject, or remove any translation at any time for any reason in its sole discretion. You represent and warrant that all information you provide for the purpose of enrolling as a Translator will be accurate, complete and current. You further represent and warrant that the information contained in the translations (i) does not violate any law or regulation; (ii) does not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (iii) does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iv) is not false or misleading; and (v) is neither defamatory, libelous, slanderous or threatening. You further represent and warrant that you have sufficient authority to enter into this Agreement.
- No Compensation. KoffeeWare may, in its sole discretion, use your translations to facilitate use of the KoffeePhoto software and web site in foreign languages as well as further services, commercial or not. KoffeePhoto makes no guarantee about whether or not your translations will be used, however, and you understand and acknowledge that KoffeeWare is in no way obligated to compensate you for the translations that you provide.
- Translator's Indemnification Obligation As the Translator, you agree to indemnify, defend and hold KoffeeWare and its licensors, licensees, consultants, contractors, agents, attorneys and employees harmless from and against any and all liability, loss, damages, claims or causes of action, including internal and external legal fees and expenses, arising out of any improper translations you provide and/or your breach of the terms of this Agreement, including, without limitation, the breach of any representation or warranty set forth in Section 2.
- Term and Termination. The term of this Agreement begins on the date you enroll in the Translation Program and continues until terminated as specified herein. If you are dissatisfied with the Translation Program or with any of the terms and conditions contained in this Agreement, your sole and exclusive remedy is to terminate your Translation Program account. In such a case, your account will be deemed terminated when KoffeeWare receives notice from you. Notwithstanding anything contained in this Agreement to the contrary, KoffeeWare may, in its sole discretion, terminate or discontinue the Translation Program at any time, terminate your Translation Program account, discontinue your participation in the Translation Program, or cancel your translations. KoffeeWare may exercise its discretion to so terminate, discontinue, or cancel, as provided for above, for any reason including, but not limited to, if KoffeeWare believes that you violated the terms of this Agreement or if KoffeeWare believes your conduct is harmful to KoffeeWare or others. You acknowledge and agree that all decisions made by KoffeeWare in this matter will be final and KoffeeWare shall have no liability with respect to such decisions. KoffeeWare will notify of termination of your Translation Program account via email and any such cancellation or termination shall be effective on the date KoffeeWare sends such notice. Upon termination of this Agreement, neither party will be liable to the other party for any amount, except as may be required by your indemnification obligations under section 4 (which obligations shall survive termination of this Agreement).
- Notices. Unless otherwise set forth in this Agreement, KoffeeWare may give general notices to you by posting on the KoffeePhoto web site and, where possible, by electronic mail to your email address.
- No Warranty from KoffeeWare. YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE TRANSLATION PROGRAM IS AT YOUR OWN RISK. THE TRANSLATION PROGRAM IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. KOFFEEWARE EXPRESSLY DISCLAIMS ON ITS OWN BEHALF AND ON BEHALF OF ITS EMPLOYEES, AGENTS, ATTORNEYS CONSULTANTS OR CONTRACTORS ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (i) ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE OPERATION OF THE TRANSLATION PROGRAM, THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE TRANSLATION PROGRAM, KOFFEEWARE, AND/OR KOFFEEPHOTO OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF, AND (ii) THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
- Limitations Of Liability. IN NO EVENT SHALL KOFFEEWARE, ITS EMPLOYEES, AGENTS, ATTORNEYS CONSULTANTS OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, COST OF COVER WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF KOFFEEWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, KOFFEEWARE'S, ITS EMPLOYEES, AGENTS, ATTORNEYS CONSULTANTS OR CONTRACTORS AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $100.00. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. Without limiting the foregoing, KoffeeWare shall have no liability for any failure of, or delay with respect to, your translations resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, computer virus, communications line failure, Internet failure or any other condition affecting production or delivery in any manner that is beyond the control of KoffeeWare. Translator acknowledges that KoffeeWare has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
- Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of France, without giving effect to principles of conflicts of law. You agree that the exclusive venue for any disputes arising under this Agreement shall be the state and courts located in France.
- Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and KoffeeWare. KoffeeWare may modify the terms of this Agreement at any time upon notice published on KoffeeWare's web site. Any use of the Translation Program after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.
