Following are the business and legal terms and conditions which will apply to our sale of services and/or products to you. By your signature below, you accept and agree to be bound by these Terms and Conditions of Sale.

Business Terms and Conditions
1. Terms of Quotes and Other Documents. The contract between us consists of our Quote to you and these Terms and Conditions of Sale. Any delivery schedules or other documents we provide to you are subject to these Terms and Conditions. Our contract does not include any documents you provide to us or any verbal discussions. We will assume that any documents, specifications and other materials you have provided to us are in the form in which you would like us to review or otherwise use them.

2. Our Obligations. We agree to perform the services and provide the products described in our Quote. If the Quote expired or was withdrawn before you accepted it, we will perform the services and provide the products as we have otherwise agreed in writing. Such services and products may relate to translation, consultation, formatting, video production or localization related services or any other products or services agreed between us in writing. We will offer you the limited warranty described later in these Terms and Conditions. You agree to promptly review the final translation–related deliverables upon receipt and notify us within ten business days of any errors or omissions in such deliverables. Failure to raise an objection within this period shall be considered as approval of the work as delivered. We will use commercially reasonable efforts to deliver the deliverables to you within the timeframe we specify. However, this may not always be possible. For example, we may require additional time to finalize deliverables if you and/or your consultants suggest revisions during production or following completion of the deliverables. This may also be the case if you change parameters of the project. In some cases, there may be a Client Language Review prior to completion of the project. This review would be based on our translation, proofreading and in–house quality control work. We will implement your requested changes if you respond to us within 30 business days of our delivery of the files to you for the Client Language Review, provided that those changes improve the technical accuracy of the translation. Implementation of stylistic changes may require additional fees. If we do not receive your request for revisions within such 30 business days, we will be happy to implement your revisions, but we will charge you our fees in effect at that time, plus applicable expenses.

3. Your Obligations. You agree to assist us as we may reasonably request in connection with our performance of our obligations. For example, you agree to provide us with legible materials and specifications which we are able to use in performing our obligations. You also agree to work with us at a strategic level by sharing information that allows us to provide the best possible solutions. If you ask us to modify or update legacy documents created by a previous translation vendor, you agree that the responsibility for the quality of the existing translations lies with the translation vendor who translated the legacy documents. We are willing to work with their files, but cannot accept responsibility for dealing with issues that affect our ability to provide high quality translation. We will work with you to resolve issues if, and when, they arise. Resolution of these issues may incur additional costs and time, but we will make every effort to notify you in advance as they arise.

4. Modifications of Requested Services. You agree that you will not modify your order for services or products without our written agreement. We may need to change prices, terms of payment and/or delivery dates for any products or services affected by agreed changes.

5. Cancellation. If you cancel your request for our services and/or products, or otherwise terminate our contract prior to completion, you agree to pay us, as liquidated damages and not as a penalty, the costs and expenses we have incurred to date, plus our usual rate of profit for similar work.

6. Our Fees. We will provide you with an estimate of our fees in our Quote to you. Fees are quoted in U.S. dollars unless otherwise specified in our Quote to you. We may need to revise our estimate when we receive from you final materials and specifications. Our fees may increase if you request rush delivery, if you change the specifications or documentation you have provided to us, if you request additional products or services, or if there are any special language requirements.

7. Payment Terms. You agree to pay us in accordance with the payment terms described on our Quote to you. If there are no such terms, you agree to pay us, in U.S. dollars, 30 days from the date of our invoice to you. All projects exceeding $50,000 require a 30% deposit via credit card, check, wire transfer or bank draft, due before we start the project. If the project lasts more than 30 working days, invoicing will take place on a monthly basis until the project is complete and delivered. When a project is on hold or in review with your staff for more than 30 days, you will receive an invoice for the percentage of the project completed up to that point. Terms of payment are subject to our Credit Department's approval.

8. Retention of Source Materials and Work Product. We reserve the right to retain file copies of all source materials and any work product contained in any of the deliverables. However, we have no obligation to do so unless we otherwise agree in writing. In addition, in most cases, we will not be able to honor your request for source materials or deliverables more than six months after the date we first deliver deliverables to you or your designee.

Legal Terms and Conditions
1. Delivery. We will deliver any deliverables to you F.O.B. our facility in Milwaukee, Wisconsin. Delivery dates are based on the assumption that you will promptly provide us with all necessary information. We will use commercially reasonable efforts to meet the scheduled dates shown on the Quote, but we do not guarantee that we will meet those dates. Our failure to meet any delivery date does not give you the right to terminate the contract or seek damages. You agree to comply with any applicable laws, including without limitation all U.S. export laws, in connection with your acceptance and use of the services, products and/or deliverables.

2. Late Payments. If you fail to pay us within ten days of the date on which any payment is due, we may charge you a late payment fee of 1.5% per month (18% per annum). You agree to pay us all past due amounts and late fees immediately upon our request. In addition, if you fail to pay us when due, we may stop performing services or withhold deliverables until your account is up–to–date, and/or we may elect to terminate our contract with you. We reserve the right to issue 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 only after payment in full of all outstanding balances of the invoice amount, fees and disbursements due to us, including interest and all costs of collection. You agree to pay all of our costs of collection, including any attorneys' fees and court costs. Our remedies outlined in this section are in addition to any other remedies available to us by contract or at law.

3. Our Limited Warranty. We warrant that we will use commercially reasonable efforts to exercise the standard of care customary of our industry when we provide you with the services and/or products described in our Quote to you. OUR SOLE OBLIGATION UNDER THIS WARRANTY, AND YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY US, IS FOR US TO REVIEW THE DELIVERABLES OR SERVICES IN QUESTION AND MAKE SUCH REVISIONS AS WE DEEM APPROPRIATE WITHOUT CHARGING YOU ADDITIONAL FEES. Notwithstanding the foregoing, we agree 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"). Our sole obligation with respect to such Non–Subjective Errors is the obligation to correct the deliverable at no cost to you, provided you give us notice of such errors within ten business days of your receipt of the deliverables. If you do not notify us in writing of any concerns within ten business days of our delivery of deliverables or provision of services to you, we shall have no obligation under the warranty or otherwise, and you shall be deemed to have accepted our deliverables and services. All changes requested by you other than Non–Subjective Errors will be subject to additional charges. We will not be responsible for alterations to our work made by another person acting on your behalf. The above is your sole warranty regarding any errors, omissions, or other deficiencies or problems regarding our deliverables, products and services. We are not obligated to provide warranty service if you have not paid all fees and other costs due under our contract. This warranty covers work performed at ourmain office and does not include travel and lodging costs, if necessary, in connection with performing any requested warranty work. WE SHALL NOT BE LIABLE TO YOU, OR TO ANYONE CLAIMING UNDER YOU, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY. IN NO EVENT SHALL WE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES. OUR AGGREGATE LIABILITY WITH RESPECT TO THE SERVICES AND/OR DELIVERABLES AND/OR PRODUCTS WE PROVIDE TO YOU IS LIMITED TO THE MONIES PAID BY YOU TO US FOR THE SERVICE, DELIVERABLE OR PRODUCT IN QUESTION. We will not be liable for any delays, damages or costs due to technical difficulties associated with our website, your website, or online communications in general, including without limitation security failures and loss of data. We will not reimburse you for any expenses you incur in correcting any services, deliverables or products which may not comply with our limited warranty, except for those incurred with our prior written permission. We assume no liability as to possible infringements of the copyrights, trademarks, patents or other proprietary rights of any other person, or defamation, libel, plagiarism, or other causes of action, relating in any way to your drawings, designs, descriptions or other specifications or source materials. You agree to indemnify and hold us harmless from any and all losses, costs, expenses or damages (including reasonable attorneys' fees) that we may incur in connection with any such claim, demand, action or threatened action. The above limited warranty does not apply to performance of rush services for you. Our performance of rush services for you is addressed in a separate provision below.

4. Disclaimer of Other Warranties. YOU AND WE AGREE THAT THE WARRANTIES IN THE PRECEDING SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM AND EXCLUDE ALL OTHER EXPRESS OR IMPLIED WARRANTIES. Any oral or written description of our services or products is for the sole purpose of identifying them and shall not be construed as an express warranty.

5. Rush Services. If you ask us to perform services or provide product on an expedited basis, we are unable to offer you our limited warranty. Services and/or products provided on an expedited basis are provided AS IS. You will be deemed to have requested that we provide services and/or products to you on an expedited basis (a) if the Quote so indicates, or (b) if, following the date we provide the Quote to you, you request in writing that we provide the services and/or products on an expedited basis. If you are not satisfied with the services and/or products we provide to you on an expedited basis, you may request that we revise the services and/or product, but we will charge you our standard fees to do so.

6. Ownership of Translation Memory Files. If you have paid for translation memory services, as reflected in an express and specific line item reference to translation memory services on the Quote or another writing signed by us, title to the translation memory files shall be vested in you. If you have not paid for such services with an express and written line item reference to translation memory services on the Quote or another writing signed by us, we reserve title and the exclusive right to use the translation memory files.

7. Termination. We reserve the right to terminate our contract with you, without cause and without liability to us, effective immediately upon 60 days' written notice to you. Either of us may terminate this contract if the other party breaches any of its obligations and fails to cure the breach within ten days of written notice. We reserve the right to terminate the contract, without liability to us, effective immediately upon written notice to you if you enter or are placed in bankruptcy or similar proceedings, make an assignment for the benefit of creditors or become insolvent. If you terminate the contract, you agree to compensate us as described in the "Cancellation" section of these Terms and Conditions.

8. Confidentiality. You and we agree to treat each other's information as confidential and not use or disclose such information without the other's prior written consent. However, you agree that we may use and disclose your confidential information as may be necessary for us to perform our obligations under our contract. Also, the confidentiality obligations do not apply to information which the receiving party already has or receives from a third party not breaching an obligation of secrecy to the disclosing party. Further, the confidentiality obligations do not apply to information which is or becomes part of the public domain through no fault of the receiving party.

9. Our Employees. You acknowledge that we have developed our network of professional service providers at great expense. Therefore, in consideration of our agreement to provide services and/or products to you, you agree, on behalf of yourself and your affiliates, for a period of two years following completion or termination of our contract, not to induce or attempt to induce any of our employees or independent contractors to work with you as an employee or independent contractor in providing services or products similar to those we are offering under our Quote.

10. Waiver. No waiver of any breach of this contract shall constitute a continuing waiver or waiver of any future breach of the same or any other part of the contract.

11. Severability. The invalidity of any provision of our contract shall not affect the validity of any other provision of the contract.

12. Notices. Any notice permitted or required by our contract shall be given by personal delivery, registered or certified mail, facsimile or other electronic means and shall be effective upon delivery if delivered personally, upon receipt of registered or certified mail, and if sent by facsimile or other electronic delivery, upon receipt by the transmitting party of confirmation of delivery. Notices shall be sent to the parties at the addresses set forth on our Quote to you or such other address that either party may designate in writing to the other.

13. Entire Contract. THIS CONTRACT, TOGETHER WITH THE QUOTE, CONSTITUTES THE ENTIRE CONTRACT BETWEEN US WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES ALL NEGOTIATIONS AND PRIOR DISCUSSIONS AND WRITINGS BETWEEN US. THIS CONTRACT MAY BE MODIFIED OR SUPPLEMENTED ONLY BY A WRITING SIGNED BY BOTH OF US. You shall be deemed to have made an unqualified acceptance of these Terms and Conditions on the earliest of the following to occur: (a) our receipt of a copy of this document signed by you, (b) your payment of any amounts due under our contract, (c) your delivery to us of any specifications or other materials to be furnished by you, (d) your receipt of the deliverables, or (e) any other event constituting acceptance under applicable law. OUR AGREEMENT TO PROVIDE THE SERVICES AND/OR PRODUCTS IS EXPRESSLY LIMITED TO THE TERMS OF THIS CONTRACT. ANY DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS SET FORTH BY YOU IN A PURCHASE ORDER OR OTHERWISE ARE HEREBY REJECTED WITHOUT NEED FOR FURTHER ACTION BY US. In the event of a conflict between these Terms and Conditions and any Quote, these Terms and Conditions shall govern and control.

14. Benefit. These Terms and Conditions and our contract are binding upon and inure to the benefit of each of us and our respective successors and assigns. Neither of us may assign this contract without the other party's prior written consent. However, you agree that we may subcontract our obligations to any affiliate or independent contractor without notice to you as we deem necessary to provide you with quality services and/or products.

15. Governing Law. These Terms and Conditions and our contract are governed by and construed in accordance with the internal laws of the State of Wisconsin, including, without limitation, to the extent this is a sale of goods, the Uniform Commercial Code as adopted in Wisconsin. Our contract and any transactions under our contract shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Any cause of action, claim, suit or demand by you allegedly arising from or relating to the terms of our contract shall be brought in a court situated in the State of Wisconsin. Both of us irrevocably admit ourselves to and consent to the jurisdiction of said court. Upon termination of this contract for any reason, we shall have all of the rights and remedies provided by law, including, without limitation, the rights of a secured party under Chapter 409, Wisconsin Statutes, or any successor statute or similar statute in the jurisdiction where you are located or store products.

16. Independent Contractors. The relationship provided for in our contract is one of buyer and seller, and our contract does not create an agency, joint venture, partnership or employer/employee relationship between us.

17. Survival. The provisions of sections 5 of the Business Terms and Conditions, and 2, 6, 7, 8, 14, 15, 17 and 19 of the Legal Terms and Conditions, and any other provisions, the performance or effectiveness of which naturally survives the term of this contract, shall survive expiration or termination of this contract for any reason.

18. Force Majeure. We will not be liable to you or to any third party for a failure or delay of performance of any obligation under this contract if caused by or resulting from force majeure. Force majeure includes, without limitation, any act of God, governmental act or regulation, judicial decree or order, outbreak of hostilities, insurrection, riot, civil disturbance, terrorist act, weather, fire, flood, explosion, accident, delay or failure of carriers or any other event or circumstance beyond our reasonable control.

19. Resolving Disputes Between Us. If a dispute arises between us relating to our contract, we agree to first try and settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules. If mediation is not successful in resolving the dispute, or does not occur within 90 days of either party's written request for mediation, either party may submit the matter to binding arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration will be Milwaukee, Wisconsin. Judgment on any arbitration award may be entered by any court of competent jurisdiction. The prevailing party shall be reimbursed by the other party for its costs of mediation or arbitration.