Terms & Conditions – Translatus

Welcome to TDApro.com (distributed by Translatus Multilingual Solutions, Incorporated of Delaware, United States of America). The following Terms of Service, which include the Site Policies, are a contractual agreement between you and TDApro.com (including our corporate subsidiaries). The Terms of Service together with the Site Policies are collectively referred to as the “Terms of Service.” Certain defined terms used in these Terms of Service are available here. By visiting or using the services available from the domain and sub-domains of TDApro.com (the “Site”), you are agreeing to be legally bound by these Terms of Service. We reserve the right to revise these Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.

SITE SERVICES

TDApro.com makes the Site available as an online software as a service where Buyers of professional language services (“Buyers”) and providers of professional language services (“Language Professionals”) identify each other and work together online (“Projects”). The Site contains features that enable Buyers and Language Professionals to do, among other things, the following:

Buyers:: Request bids from Language Professionals, upload files, negotiate project terms, hire Language Professionals, exchange files, manage projects, interact with the Language Professional, rate Language Professionals.
Language Professionals:: Create a personal profile, submit bids/price quotes, negotiate terms, get hired, receive files and support material, interact with the buyer, manage engagements.

RELATIONSHIP BETWEEN BUYERS AND LANGUAGE PROFESSIONALS

All Project dealings, contracting and fulfillment are between a Buyer and a Language Professional. Upon acceptance of a price quote, the Buyer agrees to pay for, and the Language Professional agrees to deliver, the Professional Language Services in accordance with the following agreements: (1) the agreement between Buyer and Language Professional including the bid and Terms as accepted on the Site, (2) these Terms of Service, and (3) any other contract uploaded to the Site by the parties. You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any term negotiated in conflict with these Terms of Service is void. The Buyer is responsible for managing, inspecting, accepting and paying for satisfactory Language Services in a timely manner. Language Professional is responsible for the results and quality of the Language Services in a timely manner. Buyer and Language Professional each covenants and agrees to act with good faith and fair dealing in their interactions.

Independent Contractors

Buyer and Language Professional each acknowledges and agrees that their relationship is that of independent contractors. The Language Professional shall perform the Language Services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between the Language Professional and the Buyer and/or between TDApro.com and the Language Professional or Buyer.

Taxes, Reporting and TDApro.com

Language Professionals and Buyers are required to comply with their local tax laws.

RELATIONSHIP WITH TDApro.com

TDApro.com is not a party to the Project dealings, contracting and fulfillment between a Buyer and a Language Professional, including the Language Services. TDApro.com has no control over and does not guarantee the quality, accuracy or legality of the Language Services offered or provided, the qualifications, background, or abilities of the site users, the ability of Language Professionals to deliver Language Services, the ability of Buyers to pay for Language Services, or that a Buyer or Language Professional can or will actually complete a transaction.

All rights and obligations for the purchase and sale of Language Services are solely between Buyer and Language Professional. Buyer and Language Professional must look solely to the other for enforcement and performance of all the rights and obligations stipulated in the Purchase Order and this agreement and any other terms, conditions, representations, or warranties associated with such dealings.

Third-Party Beneficiary of Member Contract

Buyer and Language Professional each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Member Contract. Buyer and Language Professional therefore appoint TDApro.com a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, TDApro.com by these Terms of Service. Buyer and Language Professional further agree that TDApro.com has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as TDApro.com in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.

No Agency

Terms of Service and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and TDApro.com, except and solely to the extent expressly stated.

TDApro.COM FEES

Service Fee

When Buyer hires a Language Professional, TDApro.com will calculate a “Service Fee” that TDApro.com earns for creating, hosting, maintaining, and providing the Site, and for all services delivered by TDApro.com that are accessible through the Site. TDApro.com will invoice the Buyer’s (or the Buyer’s Language Service Provider (LSP) or Language Agency if determined by the Buyer when establishing the account) monthly for the total services fees accumulated in the month. TDApro.com will not charge the Language Professionals any fees or commissions.

MEMBER ELIGIBILITY AND OBLIGATIONS

To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with TDApro.com and become a Language Professional or Buyer, you must accept all of the terms and conditions in, and linked to, these Terms of Service. By becoming a Language Professional or Buyer, you agree to: (a) abide by the TDApro.com Terms of Service and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Language Services; and (c) perform your obligations as specified by any Terms that you accept, unless such obligations are prohibited by law or by the TDApro.com Terms of Service. TDApro.com reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.

ACCOUNTS

To become a Language Professional or Buyer and access Site Services through our Site you must register for an “Account.” You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. An individual cannot register for more than one Buyer Account or one Language Professional Account without express written permission from TDApro.com (except LSP Accounts as detailed below).

Buyers must be invited by a Language Service Provider (LSP) to open an account. Language Professionals may be invited by an LSP or a buyer or may register without an invitation.

As an LSP, you may add Buyers to your Account to hire Language Professionals and process projects. LSPs have all of the administration privileges over all of its assigned Buyer accounts. Only the LSP can add Buyer Accounts to the LSP Account. Any or all Buyer Accounts related to the LSP.

Account may be suspended or terminated without warning if the Account or any related Account is suspended or terminated.

Your TDApro.com Account (including feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void.

USERNAMES AND PASSWORDS

When a Buyer or Language Professional registers with TDApro.com, they will be asked to choose a password for the Account. (An LSP may be asked to choose the initial password for any Buyer Account that is added to the LSP Account and can change the password for any Buyer Account assigned to the LSP account at any time).

As a registered member of the TDApro.com site (Language Professionals, Buyers and LSPs), you agree and you are entirely responsible to safeguard and maintain the confidentiality of the password you use to access this Site. In addition, if you are a User who owns a LSP Account, you agree to safeguard and maintain the confidentiality of all your Buyer Account passwords. In either case, you authorize TDApro.com to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account or any related Buyer Accounts or access to your password or the password of any User of your Account or related Buyer Accounts.

All usernames will be the email address provided at the time of registration or in the case of a Language Professional or Buyer responding to an invitation it will be the email address provided to TDApro.com to generate the invitation code. All parties are solely responsible for updating their username in the case of a change in their email account address.

THIRD-PARTY CONTENT

TDApro.com has no editorial control over the content posted or exchanged by Buyers and Language Professionals on the Site and is not responsible for and does not monitor such content for accuracy or reliability. TDApro.com does not confirm or verify whether a Language Professional has the expertise, or is qualified or licensed to provide the Language Services requested.

Directory of Language Professionals

The Site contains a database of Language Professionals. The database contains information from third-party sources, from Language Professionals themselves and from other Members.

LICENSES AND SITE ACCESS

TDApro.com License to User

Subject to and conditioned on compliance with these Terms of Service, TDApro.com grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of TDApro.com or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by TDApro.com.

TDApro.com and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The TDApro.com logo and name are trademarks of TDApro.com, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.

Except as expressly stated above, nothing in these Terms of Service confers any license under any of TDApro.com’s or any third party’s intellectual property rights.

Access and Interference

You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of TDApro.com and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site.

RESOLUTION OF DISPUTES BETWEEN MEMBER AND TDApro.COM

If a dispute arises between you and TDApro.com, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and TDApro.com agree that we will resolve any claim or controversy at law or equity that arises between us out of these Terms of Service or the TDApro.com Services (a “Claim”) in accordance with this section entitled “Resolution of Disputes Between Member and TDApro.com.” Before resorting to these alternatives, you agree to first contact us directly to seek dispute assistance by going to Customer Support.

Once a project has been delivered to the Buyer and completed within the TDApro.com system, the Buyer will have 10 (ten) days to review the project submitted by the Language Professional and make any claims. During this time the Buyer has the option to accept, decline, or comment on the work completed and submitted to the Buyer. If the Buyer does not take any action by the end of the tenth day, the Buyer is automatically accepting and approving of the work completed as satisfactory and no longer has the opportunity to request corrections or post other complaints.

TERMS: TERMINATION AND SUSPENSION

This Terms of Service Agreement shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by TDApro.com or you as provided for under the terms of this Section.

Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (i) TDApro.com shall continue to perform those TDApro.com Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to TDApro.com for any Site Service fees and to any Language Professionals for any Language Services.

Any termination of an Account will automatically lead to the termination of all related Team Accounts and any termination of a Team Account gives TDApro.com the right to terminate any or all related Accounts and Team Accounts.

Without limiting TDApro.com’s other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for TDApro.com or are contrary to the interests of the Site or the TDApro.com user community. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.

TDApro.com reserves the right to terminate any User access, Account or Project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification.

When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and bids. The sections entitled “RELATIONSHIP BETWEEN BUYERS AND LANGUAGE PROFESSIONALS”, “RELATIONSHIP WITH TDApro.COM”, “TDApro.COM FEES”, “THIRD-PARTY CONTENT”, “LICENSES AND SITE ACCESS”, “RESOLUTION OF DISPUTES BETWEEN MEMBER AND TDApro.COM”, “TERMS: TERMINATION AND SUSPENSION”, “DISCLAIMERS, LIMITATIONS AND EXCLUSIONS”, “NOTICES AND COMMUNICATIONS”, “MISCELLANEOUS”, “CERTAIN DEFINED TERMS” and the Site Policies entitled “Billing and Payment Service” and “Dispute Resolution Process” will all survive termination of the contractual agreement between us.

Notification of TDApro.com Members

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Projects with you. You therefore agree as follows: IF TDApro.COM SUSPENDS OR TERMINATES YOUR ACCOUNT OR PROJECT, TDApro.COM HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE PROJECTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR PROJECT STATUS AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

Please feel free to contact TDApro.com to resolve a complaint regarding any aspect of service relating to this Site by contact us at Customer Support.

DISCLAIMERS, LIMITATIONS AND EXCLUSIONS

Data

You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Site will not be construed as creating any responsibility on TDApro.com’s part to store, backup, retain, or grant access to any information or data for any period.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR LICENSORS OR OUR THIRD-PARTY SERVICE LANGUAGE PROFESSIONALS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

RELEASE

If you have a dispute with another site user, you release TDApro.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

INDEMNITY

You agree to defend, hold harmless and indemnify TDApro.com from and against any and all losses, costs, expenses, damages or other liabilities incurred by TDApro.com from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against TDApro.com: (a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of these Terms of Service; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any User; (viii) any act or omission of yours with respect to the payment of fees to any Language Professional; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Language Professional. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

NOTICES AND COMMUNICATIONS

Unless you otherwise indicate in writing to Customer Support, TDApro.com will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when TDApro.com sends it to the email address you have provided to TDApro.com on the Site, or when TDApro.com posts such communication on the Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from TDApro.com regarding violation, dispute or complaint within two business days, TDApro.com has the right to terminate or suspend your Project or your Account.

All notices to TDApro.com intended to have a legal effect concerning these Terms of Service must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

TDApro.com
C/O Translatus Europe s.r.o.
Belgicka 14
120 00 Prague 2
Czech Republic

(Such notices to TDApro.com are deemed effective upon receipt)

MISCELLANEOUS TERMS AND CONDITIONS

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. TDApro.com will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of TDApro.com. No delay or omission by TDApro.com in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of TDApro.com, and any attempt to do so will be null and void. TDApro.com may assign these Terms of Service in its discretion.

Except for the payment of fees to TDApro.com, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect. These Terms of Service and all documents referenced in these Terms of Service (including the Site Policies listed and available by hyperlink below) comprise the entire agreement between you and TDApro.com with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site. For convenience, these Terms of Service are displayed in HTML and PDF versions. In the event of any inconsistency between such versions, the PDF version will govern.

CERTAIN DEFINED TERMS

Any capitalized term not otherwise defined in these Terms of Service has the meaning given such term on the Site. As used throughout these Terms of Service:

“Account”: means the TDApro.com Account you open when you register to become a Member and use the Site Services, and all Buyer Accounts added to that Account.
“Buyer”: means a Member that selects and purchases Language Services or identifies a Language Professional through the Site.
“TDApro.com Services”: means the creation, hosting, maintenance, and provision of the Site and all services delivered by TDApro.com that are accessible through the Site. The term TDApro.com Services does not include Language Services provided by Language Professionals or Third-Party Services.
“Member”: means a person or legal entity that registers for an Account.
“Language Professional”: means a Member that offers and delivers Language Services through the Site.
“Language Services”: means all services delivered by Language Professionals.
“Site Policies”: means these Terms of Service and all obligations, requirements, and guidelines contained in or linked from the Site. Site Policies includes, without limitation, all documents linked here.
“Site Services”: means all services that are accessible through the Site except Language Services.
“Terms”: means the terms of engagement accepted by a Buyer and a Language Professional. Terms may include specifications, price, delivered work, units of work, hours, payment terms, warranties and other contractual obligations.
“Third-Party Services”: means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include TDApro.com Services or Language Services.
“User”: means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.
“You”: means a Member accessing the Site or using the Site Services on his or her own behalf; or, if the Site Services are used on behalf of a Member, “you” means the Member for which the Site Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member’s behalf).

COMMUNICATION

TDApro.com encourages detailed and professional communication between Buyers and Language Professionals through the Site. You are required to log onto the Site to manage Projects.

POSTING INFORMATION AND CONTENT

You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to posting a request for Language Services, providing a bid/price quote for a posted Project, posting your profile and providing feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks or other content regarding other Users, Members, Buyers, Language Professionals, TDApro.com or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Members, Buyers, Language Professionals, TDApro.com or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to the TDApro.com Site. Under federal law (specifically, the Communications Decency Act of 1996), TDApro.com is not legally responsible for any remarks, information or other content posted or made available on its Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. TDApro.com is not responsible for and does not monitor or censor content for accuracy or reliability. TDApro.com reserves the right to remove or restrict access to any information, content or Project posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if TDApro.com considers such information or content to be in violation of the TDApro.com Terms of Service.

POSTING PROJECTS

As a Buyer, when posting Projects and hiring Language Professionals, you agree to the following guidelines:

Post Projects with clear conditions, well-defined tasks and required time frames. Do not hesitate to contact Customer Support for assistance with posting a Project.
Answer clarifying questions from Language Professionals and update the Project description.
Accept a bid only when it has a clear description of the work, well-defined tasks, precise time frames and payment terms.
Evaluate multiple bids against criteria important to you, such as Language Professional’s work experience, education, portfolio, certifications, references, feedback from prior Buyers, location, communication style and cost.
Ask the Language Professional to utilize the bidding feature on the Site to define agreement conditions and payment schedules.
Ask for the Language Professional’s office hours and standard response times.
Once you have hired for your Project, log onto the Site to manage the Project.

PROHIBITED PROJECTS

You agree NOT to do any of the following when you post a Project or transmit information on the Site:

Upload any Project, submit any bid, or otherwise use TDApro.com to transmit any content or conduct any transaction that would violate any applicable law or regulation in the U.S. and any other country.
Upload any Projects that are fake, posted without the intention to hire or complete the Project or posted only to receive pricing information.
Upload any Projects that offer commission or equity compensation.
Upload any Project, bid, or transmit any content that infringes a third party’s intellectual property rights, license rights, the terms and conditions of use of such third party’s Web site or copyrighted materials or such third party’s rights of publicity or privacy.
Upload any Project, bid, or transmit any content related to or containing any adult or sexually explicit material.
Upload Projects related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code, programs, proxies, lists and relay servers.
Upload any Project, submit any bid that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work, for example, by passing off the skills, ideas or words of another as one’s own; using another’s production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.

PROHIBITED SITE ACTIVITIES

You agree NOT to do any of the following on the Site:

Post false or misleading information about a product, service or service request.
Post logos, seals or slogans from third parties on the Site unless such material is provided by TDApro.com or an TDApro.com partner, or you have received express written permission from TDApro.com to display such third-party logo, seal or slogan.
Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging.
Post or transmit unprofessional or offensive comments about a User, Member, Language Professional, Buyer, TDApro.com or any third party.
Suggest or solicit another User to contact you directly in order to buy or sell services outside of TDApro.com.
Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as “time bombs”, “time locks” or “drop dead” devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as “traps”, “access codes”, or “trap door” devices, or “spyware”); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution. Tamper with postings of other Users, Members or TDApro.com.
Solicit or gather any User’s or Member’s information available from the Site, such as other usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.
Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from TDApro.com.
Frame or link to the Site except as permitted in writing by TDApro.com.
Impersonate or misrepresent your affiliation with any person or entity.
Require or request that a Language Professional deliver a free mock-up or proof of concept as part of a bid submission or as a condition to consideration of a bid.
Repeat any action after you receive warning or request to desist from TDApro.com, whether or not that action is explicitly prohibited in the policies stated on the Site.
Fail to respond to an email from TDApro.com regarding violation, dispute or complaint within two business days.
Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site.
Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from TDApro.com.
Select a Buyer or hire a Language Professional on the basis of religion, sex or race.
Violate a request by TDApro.com to not post Projects deemed by TDApro.com in its sole discretion to be contrary to the interests of the Site or the TDApro.com User community.

PROVIDING SERVICES

Registering to Provide Services

If you wish to provide services through TDApro.com, you must complete the Language Professional registration process, confirm your email address, activate your account, and update your profile information. You agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, accuracy and completeness. For purposes of your TDApro.com registration information, your true, accurate, complete location is the primary place from which your Language Services are rendered. Misleading information about your location is not allowed on TDApro.com. At the beginning of your membership application, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews. TDApro.com can suspend or terminate your Account upon the discovery that any information you provided or posted is not true, accurate or complete, or as a result of other violations of the TDApro.com Terms of Service.

Bid Guidelines

As a Language Professional, you agree to follow these guidelines when you submit a bid:

Provide bids only for Projects that your language pairs and/or skills match and you can complete within the Buyer’s time frames.
Help the Buyer clarify his or her needs and fully develop the Project conditions.
Set expectations that you can meet or exceed.
Specify payment terms that tie to the completion of the project.
Inform the Buyer of your office hours and committed response time.
Create amendments to the purchase order when needed to reflect any changes to price, delivery date or approach, prior to the end of the project period.
Not submit unreasonably low bids or test bids.
Not submit bids that are made with the intent to commit fraud.
Not submit boilerplate, placeholder or generic bids.
Not offer your services in exchange for good feedback or for free.

Project Fulfillment Guidelines

You agree to the following Project fulfillment guidelines:

Once you have been hired for a Project, log onto the Site to manage the Project.
Save all correspondence with the buyer or Language Professional.
Save all correspondence with the buyer or Language Professional.
If you are unable to complete the Project, alert Customer Support so that TDApro.com is aware of the situation and can offer assistance to the Buyer.
Respond promptly, within 1 business day, to all Project-related communication, whether from the Buyer or from TDApro.com.

Audit Provisions and Record Keeping

For a period of three months after accepting each Project, you agree to keep and maintain complete and accurate records related to the Language Services that you perform for your Buyer, including the service description, the bid and payment terms, and information on all repeat or follow-on Language Services performed for each Buyer originated on TDApro.com. If questions arise regarding services rendered, work performed or fees due to TDApro.com, you agree to provide copies of these records and other relevant documentation to TDApro.com within 20 days of TDApro.com’s request.

RATING AND FEEDBACK SYSTEM

Always leave objective balanced feedback about the Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that TDApro.com may calculate a composite feedback number based on these individual ratings. Language Professionals agree to be rated by Buyers along several criteria, as determined by TDApro.com. TDApro.com provides its feedback and rating system as a means through which Users can express their opinions publicly, and TDApro.com does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to TDApro.com’s attention. You may be held legally responsible for damages suffered by other TDApro.com Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. Under federal law, TDApro.com is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.

You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Support, and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:

Leaving feedback for yourself using a secondary username or another Member’s username.
Leaving fake or inaccurate feedback for another User or Member.
Soliciting other TDApro.com Members to leave fake or inaccurate feedback.
Threatening to leave negative feedback to induce another User or Member to perform a task not required by the Terms.
Withholding completed work or funds required by the Terms to induce another User or Member to leave positive feedback or no feedback.
Feedback solicitation such as offering to sell or buy services in exchange for good feedback, trading feedback undeservedly or buying feedback.
In order to protect the integrity of the feedback system and protect Users from abuse, TDApro.com will investigate and has the right (but is under no obligation) to remove posted feedback or information under the following scenarios:
It seeks to elicit or solicit any User’s contact information, such as other Users’ email addresses, for any non-TDApro.com related commercial or business purposes, or to transmit any unsolicited advertising, “junk mail”, “spam”, or “chain letters”.
It contains language that is profane, vulgar, racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.
It is shown to have been left by any User who is in violation of TDApro.com’s Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.
It is not directly related to transactions conducted through TDApro.com.
It makes any reference to actions taken or purported to be taken by TDApro.com or any law enforcement organization.
TDApro.com is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the feedback or information posted is slanderous, libelous, defamatory or otherwise illegal.
The User who posted the feedback or information provided TDApro.com with false contact information during the transaction period (as verified by TDApro.com) and cannot be contacted by TDApro.com.
The User who posted the feedback or information is participating in an TDApro.com transaction with the intent of leaving feedback as part of a campaign to harass TDApro.com member(s) (as verified by TDApro.com).
The User who posted the feedback or information informs TDApro.com that it was intended for another User and posts the feedback or information for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Support to file a feedback review request.

HOW TO AVOID DISPUTES

Disputes may arise due to miscommunication and can often be resolved amicably between the parties. TDApro.com recommends the following steps to avoid disputes:

Follow all rules and guidelines in the Terms of Use Policy.
Answer clarifying questions from your Buyers or Language Professionals and update the Project description and the bid.
Use the purchase order agreement feature found by logging onto the Site, to define project conditions, instructions and payment schedules.
Ask for the other party’s office hours and standard response times.
Maintain open lines of communication. Be clear about your expectations and check in frequently with the other party.
Document any changes to the conditions, timing or payment in writing, and utilize the purchase order amendment feature to add all changes or new conditions and payment schedules.

Contact Customer Support

If you wish to report a violation of Site Policies, have any questions or need assistance, please contact TDApro.com Customer Support.