1. Overview / General Terms

1.1 partner.palexgroup.com is a website providing certain translation services (the "Service").

1.2 We may change the Service over time as we refine and add more features and may need to stop, suspend, or modify the Service, content or features at any time without prior notice to you. We may also remove any content from the Service at our discretion.

2. Availability of the Palex Service

2.1 You understand and acknowledge that there may be interruptions in service both within and outside of our control. While we use reasonable efforts to keep the Service accessible, the Service may be unavailable from time to time for any reason including, without limitation, routine maintenance.

2.2 You understand and acknowledge that due to circumstances both within and outside of our control, access to the Service may be interrupted, suspended or terminated. We retain the right at our sole discretion to deny service, or access to the Service to anyone or any account, at any time and for any reason.

3. Registration and Restrictions

3.1 You are required to register with partner.palexgroup.com if you want to use the Service. You are solely responsible for your conduct, the content of your website and words, and your communications with others while using the Service.

You are also solely responsible for any and all activities that occur under your account. In the course of your use of the Service, you may be asked to provide certain personalized information to us.

Our information collection and use policies with respect to the privacy of such information are set forth in our Privacy Policy which is incorporated herein by reference for all purposes.

You acknowledge and agree that you are solely responsible for the accuracy and content of such information.

3.2 The Service provides features that allow you to share your words with others or to make it public. Please consider carefully what you choose to share or make public. Palex has no responsibility for that activity. Additionally, you are fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Service. Please do not copy, upload, download, or share files unless you have the right to do so.

3.3 You agree to provide accurate, current and complete information to Palex in connection with your use of the Service. You will immediately notify Palex of any unauthorized use and you will not use Palex to access or use third-party services to which you do not have the right to access. Palex reserves the right to suspend or terminate your access to the Service if any information provided to Palex in connection with your use of the Service proves to be inaccurate or incomplete.

3.4 You agree not to do any of the following while using the Service:

Use the Service in a manner that: (i) infringes, misappropriates or violates a third-party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).

Access, tamper with, or use non-public areas of the Service, Palex's computer systems, or the technical delivery systems of Palex's providers;

Attempt to probe, scan, or test the vulnerability of any Palex system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Palex or any of Palex's providers or any other third party (including another user) to protect the Service;

Attempt to access the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Palex or other generally available third-party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera);

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service;

Collect or store any personally identifiable information or personal health information in any manner that violates applicable law, applicable privacy policies, or any contractual obligation;

Violate any applicable law or regulation; or

Encourage or enable any other individual to do any of the foregoing.

4. License to Use and Access the Service

4.1 Subject to this Terms of Use and any additional terms and conditions you may agree to with us, Palex grants you a limited, revocable, non-transferable and non-exclusive license to use the Service.

4.2 This Terms of Use does not grant you any title or interest in the Service, content, software or other intellectual property rights in or available through the Service. Nothing in this Agreement and/or in granting the License shall constitute a waiver of our intellectual property under any law.

4.3 Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Terms of Use. Continued use of the Service after any such changes shall constitute your consent to such changes.

4.4 Any use of the Service that violates this Terms of Use (including any violation of the restrictions set forth in Section 3.4 hereof) shall be determined by Palex, in its sole discretion, and we reserve the right to terminate or suspend your account if we determine you have not complied with this Terms of Use. Palex may also terminate or suspend your account if you are delinquent in any amount due to Palex by more than 30 days.

4.5 By using the Service you may submit to Palex content such as files, phrases, or translations ("Content"). You agree to and hereby grant Palex a limited license to use the Content as reasonably necessary to provide the Service. Palex does not claim ownership of Content. Content added to the Palex system is owned by the primary account owner(s) or the organization the primary account owner(s) are using Palex on behalf of.

5. Data Privacy Laws

5.1 By giving us access to data for us to collect, store, and process through the Services, you represent and warrant that you have all necessary consents or other authority under applicable law, including, without limitation, applicable data privacy laws, for Palex to collect, store, and process such data consistent with this Agreement. You also represent and warrant that the transfer of data to Palex by you or your end users, and Palex's collection, storage, and processing of such data, will not violate any applicable law, including, without limitation, applicable data privacy laws.

5.2 The Services may include features that make it possible for you to share words with others or to make it public. You agree that you are fully responsible and liable for what is copied, shared, uploaded, downloaded or otherwise made public in connection with your use of the Services. You will not copy, share, upload, download, or make public files unless you have the right to do so.

5.3 You agree that you will not use the Services to collect, store, or have processed (or otherwise provide or have provided to Palex) protected health information, as defined in the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, "HIPAA"), unless and until you and Palex have executed a legal compliant HIPAA Business Associate Agreement ("BAA"), in a form approved by Palex that governs the provision to and processing of such data by Palex. You agree that it is your responsibility to notify Palex of the need to enter into a BAA and to ensure that a compliant BAA is executed, prior to Palex being provided with or processing protected health information.

5.4 You agree that you will not use the Services to collect, store, or have processed (or otherwise provide or have provided to Palex "personal data," as defined under the EU General Data Protection Regulation 2016/679 ("GDPR"), unless and until you and Palex have executed a legal compliant data processing agreement ("DPA"), including provisions required under Article 28 of GDPR, in a form approved by Palex that governs the provision to and processing of such data by Palex. You agree that it is your responsibility to notify Palex of the need to enter into a DPA and to ensure that a compliant DPA is executed, prior to Palex being provided with or processing personal data on your or your end users' behalf.

5.5 You agree to provide prominent notice to your customers that Palex may process personal data on their behalf, including a link to our Privacy Policy.

6. Proprietary Rights

6.1 This Terms of Use does not grant you any title or interest in the Service, content, software or other intellectual property rights in or available through the Service. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

7.2 The Palex name and logo are the intellectual property of Palex Group Inc. and are protected by copyright, trademark, and other laws of both the United States and foreign countries. This Terms of Use does not grant you any rights to use our trademarks, logos, domain names, or other brand features. Our partners may also have additional proprietary rights in the content which they make available through the Service.



8. Termination

8.1 We may terminate, suspend access, remove and discard any content within the Service, immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach this Terms of Use. We will also terminate your account upon receiving reliable information involving your violation of any law, and will cooperate with law enforcement agencies on such matters.

8.2 If we suspend or terminate your use, we will try to provide you with advance notice and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating this Terms of Use, a court order, or danger to other users) where we may suspend immediately. You agree that we shall not be liable to you or any third party for any termination of your access to the Service.

9. Service Level Agreement

9.1 NO SERVICE LEVEL AGREEMENT ("SLA") IS INCLUDED IN THIS AGREEMENT.

9.2 While Palex does not promise any particular level of performance, Palex strives to maintain service uptime and performance.

9.3 Palex does not offer recompense, recourse, or refunds in regard to any availability, performance, or latency issue, as there is no SLA agreement between you and Palex.

10. Disclaimer of Warranties

10.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY MATTER ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SOFTWARE SERVICES, PROFESSIONAL TRANSLATION SERVICES, COMMUNITY TRANSLATION SERVICES AND MACHINE TRANSLATION SERVICES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE THAT WE DO NOT WARRANT ACCESS TO THE TRANSLATED WEBSITES AND WE DO NOT WARRANT THAT TRANSLATED CONTENT WILL BE UNINTERRUPTED, WITHOUT DEFECT AND ERROR, ABSOLUTELY SECURE, OR WITHOUT INFILTRATION OR COMPROMISE OF SECURITY SYSTEMS.

10.2 We make no representations or warranties whatsoever about, and shall not be liable for, any third parties, their contents or services. Any dealings that you may have with third parties are at your own risk.

11. Limitation of Liability

11.1 YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PALEX, NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, OR OTHER ASSIGNS (COLLECTIVELY, THE "PALEX AFFILIATES") WILL BE LIABLE OR RESPONSIBLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSITITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND PALEX'S REASONABLE CONTROL, IN EACH CASE, WHETHER OR NOT PALEX OR THE PALEX AFFILIATES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.2 Palex specifically disclaims any liability with regard to any actions resulting from your use of or participation in any Service provided and the content. Any content downloaded arising from the Service, made available or otherwise obtained through use of the Service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download. We assume no liability for any computer virus or similar code that is downloaded to your computer.

11.3 We will not be liable for any loss that you may incur as a result of someone else using your password or account or account information in connection with the service, either with or without your knowledge.

12. INDEMNIFICATION

12.1 You agree to defend, indemnify, and hold Palex, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, or your violation of this Terms of Use.

13. MISCELLANEOUS

13.1 This Terms of Use and any action related thereto will be governed by the laws of the State of Virginia without regard to its conflict of laws provisions.

13.2 This Terms of Use constitutes the entire and exclusive understanding and agreement between Palex and you regarding the Service, and this Terms of Use supersedes and replaces any and all prior oral or written understandings or agreements between Palex and you regarding the Service.

13.3 You may not assign or transfer this Terms of Use, by operation of law or otherwise, without Palex's prior written consent. Any attempt by you to assign or transfer this Terms of Use, without such consent, will be null and of no effect. Palex may freely assign this Terms of Use. Subject to the foregoing, this Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

13.4 You consent to the use of: (i) electronic means to complete this Terms of Use and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to this Terms of Use or your use of the Service. Any notices or other communications permitted or required hereunder, including those regarding modifications to this Terms of Use, will be made by Palex in writing and given by either: (i) posting to our Website or as part of the Service; or (ii) via email to the address that you provide. For notices made by email, the date of transmission will be deemed the date on which such notice is transmitted.

13.5 The failure of Palex to enforce any right or provision of this Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Palex. Except as expressly set forth in this Terms of Use, the exercise by either party of any of its remedies under this Terms of Use will be without prejudice to its other remedies under this Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Terms of Use will remain in full force and effect. There are no third-party beneficiaries of this Terms of Use unless provided expressly by this Agreement.