International Resource Development Institute™Last Update: January 16, 2002 The following Terms and Conditions of Service constitute a legally binding agreement (the "Agreement") between you ("You" or the "Client") and International Resource Development Institute ("I.R.D.I. Business Group ") regarding use of the International Resource Development Institute.org Web site ("Site") and/or translation services ("Services") rendered or to be rendered by I.R.D.I. Business Group By accessing or using the Site or Services, You therefore agree to be bound by these Terms and Conditions of Service. If You do not wish to be bound by these Terms and Conditions of Service, You may not access or use the Site or Services.I. GENERAL USAGE CONDITIONS

1.1 The Site is a communications medium by which consumers can have access to and use Services offered by I.R.D.I. Business Group

1.2 Prior to using such Services, You must properly complete the account registration ("Account"), which is available on the Site. Only an individual, acting either in his or her individual capacity or on behalf of a company, may be an account holder on the Site ("Account Holder"). An Account Holder may only have one Account, which is non-transferable.

1.3 Account Holder Warranties:

(a) As an Account Holder, You represent and warrant that You are at least 18 years of age and possess the legal authority to enter into this Agreement and to use this Site in accordance with all Terms and Conditions of Service herein. You agree to supervise and will be responsible for any and all usage of the Site under Your Account, including any username and/or password associated with the Account. Any such use shall be deemed to constitute use by You and must comply with all the Terms and Conditions applicable to Your use. You also represent and warrant that all information supplied by You is and will be true and accurate. You agree not to submit any speculative, false or fraudulent information. You agree that You will use the Services of this Site only for legitimate and lawful purposes. Where the Account Holder is a business entity, You represent and warrant that You have the authority to bind such entity to these Terms and Conditions of Service and will indemnify I.R.D.I. Business Group in the event such entity disputes Your authority to so bind such entity.

(b) You represent and warrant that You own or are the owner or authorized licensee of the Source Material(s) (defined below) and all components thereof, and that reproduction, translation, adaptation, and transmission of the Source Material(s) through the Site or Services shall not infringe upon any copyright, trademark, patent, trade secret, privacy or other right of any third party.

(c) By submitting any Source Material(s) to the Site or using the Services, You thereby represent and warrant that the owner of such Source Material(s) has expressly granted to I.R.D.I. Business Group the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, translate, modify, adapt, publish, transmit, create derivative works from, distribute, perform and display such Source Material(s) in an electronic environment or any other medium now known or later developed to the extent necessary to perform the Services requested by You.

(d) By using the Site or Services, You agree not to upload to, distribute, or otherwise publish through the Site, any Source Material(s) that is harassing, abusive, threatening, libelous, defamatory, obscene, pornographic, profane, sexually explicit, or otherwise violative of any law, including, without limitation, any criminal, trademark or copyright law. You shall not upload Source Material(s) (i) that encourages or promotes illegal activity, (ii) that discusses illegal activities with the intent to commit them, or (iii) that may give rise to civil or criminal liability in any way, or which violates federal, state, or local laws. You shall not upload materials intended to be used for the transmission of unsolicited e-mails (spam) or faxes. You shall not in any manner impersonate anyone else or misrepresent Your true identity.

(e) You represent and warrant at all times that the Source Material(s) You upload to the I.R.D.I. Business Group servers or Site for all Services will be free from infection or viruses, worms, Trojan horses or other destructive code.

1.4 As an Account Holder, You must keep confidential and not send or disclose Your username or password to anybody other than I.R.D.I. Business Group You must not store Your username or password in any form in any location where either one is capable of being read by anybody other than Yourself. You must not permit any other person, other than persons having Your express permission and under Your personal supervision, to use Your username and password to access and use the Services. You accept and assume total responsibility for all aspects of use of the Services by all persons using Your username and password.

1.5 I.R.D.I. Business Group reserves the right in its sole discretion to refuse to provide the Services at any time.

1.6 By using the Site or Services, You agree that I.R.D.I. Business Group may suspend or deny further access to the Site or the Services for any reason whatsoever, or for no reason at all, including, without limitation, breach of these Terms and Conditions.

1.7 Privacy Policy:

(a) The process for registering as an Account Holder requires Account Holders to provide I.R.D.I. Business Group with contact information for the Client. I.R.D.I. Business Group may also collect personally identifiable information at other times. I.R.D.I. Business Group uses the personal data information for two general purposes: (i) to fulfill Your requests for certain products and translation services, and (ii) to contact You about special offerings and new products or services. You can choose to opt out of receiving non-essential communications from us. Please indicate this by sending an e-mail to irdiworld@aol.com. I.R.D.I. Business Group shall not distribute, rent, or re-sell the personal data provided by its Account Holders to third parties. However, I.R.D.I. Business Group may send personally identifiable information to other persons or entities when (a) I.R.D.I. Business Group has Your consent to share such information, (b) I.R.D.I. Business Group needs to share Your information to provide a product or service You have requested, or (c) I.R.D.I. Business Group needs to respond to a court order or is otherwise required to do so by law. If the Source Material(s) contain any personally identifiable information about other persons then You will obtain any required consents from such data subjects to permit such information to be disclosed to I.R.D.I. Business Group and to permit I.R.D.I. Business Group to use, disclose, transmit and export such information as required in order to perform the Services requested by You.

(b) I.R.D.I. Business Group uses a feature of Your Web browser called a "Cookie" to assign a unique identification to Your computer. Cookies are files that Your Web browser places on Your computer's hard drive. I.R.D.I. Business Group uses Cookies to store each registered Account Holder's language preferences and other options that make re-ordering faster. The Cookies do not store an Account Holder's personal or sensitive information.

(c) I.R.D.I. Business Group does not itself store any credit card information. Any credit card information collected is transmitted directly to I.R.D.I. Business Group ' credit card processor.

(d) An Account Holder shall, at all times, have the right to access and to review the personally identifiable data processed by I.R.D.I. Business Group , and may amend, rectify or remove such personally identifiable data, by sending an email to irdiworld@aol.com.

1.8 You hereby agree to indemnify, defend and hold harmless I.R.D.I. Business Group and its past and present officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability or costs incurred by the Indemnified Parties in connection with any and all actions, claims, suits, demands, liabilities, costs or expenses arising out of or in any way connected to any breach by You, or by any other person using Your Account identification, of these Terms and Conditions, or otherwise arising from the use of the Site, Services or Deliverables, including, without limitation, reasonable attorney fees. You agree to defend, indemnify and hold harmless I.R.D.I. Business Group from any and all costs, expenses, liabilities, actions or fines arising out of, or in any way connected with, the materials, texts, documents, software or other items delivered to I.R.D.I. Business Group under a specific translation request or its use by I.R.D.I. Business Group to perform the Services requested by You but excluding any infringement of copyright arising from the fault of I.R.D.I. Business Group . You shall cooperate as fully as reasonably required in the defense of any claim. I.R.D.I. Business Group reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You.

1.9 I.R.D.I. Business Group reserves the right, at its sole discretion, to vary and develop the elements of the Services offered on the Site and to add or delete modules, languages, or any other elements from time to time. I.R.D.I. Business Group also reserves the right to amend these Terms and Conditions of Service from time to time. We encourage You to review these Terms and Conditions of Service upon each visit to the Site because any changes will be binding upon You.


II. SITE CONTENT AND INTELLECTUAL PROPERTY

2.1 All rights to the Content (defined below) and Services of the Site are exclusively reserved to I.R.D.I. Business Group . You acknowledge that the Site may contain information, communications, software, photos, text, video, graphics, music, sounds, images, methodologies, innovations, know-how, databases and other material and services ("Content"), which are provided by I.R.D.I. Business Group or by licensors of I.R.D.I. Business Group . You agree and acknowledge that the Content and its use, and the use of this Site, are protected by copyright, trademark, and other intellectual property laws, that these rights are valid and protected in all media now existing or later developed, and that except as specifically provided for in this Agreement, Your use of the Content shall be governed and constrained by applicable copyright, trademark and other intellectual property laws.

2.2 The Site is protected by copyright as a collective work and/or compilation, pursuant to United States copyright laws, international conventions and other copyright laws. Except as set forth in this Agreement, You may not, in whole or in part, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section of the Terms and Conditions of Service), create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any of the Content, software, or materials used in connection with the Site.

2.3 Copying or storing of the Content of the Site is expressly prohibited without the prior written permission from I.R.D.I. Business Group . Your use of the Services does not create a license or any other rights in I.R.D.I. Business Group trademarks, copyrights, patent rights, database rights, or sui generis rights, or any other intellectual property or proprietary rights.

2.4 All right, title, and interest in and to the material(s) You provide to I.R.D.I. Business Group or through the Site and/or in order for I.R.D.I. Business Group to perform the Services (“Source Material(s)”) and, except as hereunder provided, the Deliverable(s) (defined below), and any and all patent rights, copyright, know-how, and trade secrets therein are and remain Your sole and exclusive property. By submitting Source Material(s), You hereby grant to I.R.D.I. Business Group , or warrant that the intellectual property rights owner grants, a non-exclusive license to modify, adapt, translate, exhibit, publish, transmit, reproduce, create derivative works from, distribute, perform, display or otherwise use the Source Material(s) in the course of performing the Services. This license shall terminate upon payment by You in full for the Services and Deliverables requested from I.R.D.I. Business Group .


III. SERVICES OFFERED ON SITE (irdiworld.org Web site)

3.1 The Services offered on the Site include Human Translation Services in which translation is conducted by human intervention ("HT Services").
3.2 You can request a translation by uploading and submitting Source Material(s) to the Site. The final translated version of such Source Material(s) will be referred to as a Deliverable (the "Deliverable").


IV. DISCLAIMERS APPLICABLE TO ALL SERVICES, DELIVERABLES AND USE OF THE SITE

4.1 THE SITE, THE SERVICES, THE DELIVERABLES AND ANY OTHER MATERIALS PROVIDED BY I.R.D.I. Business Group OR THIRD PARTIES THROUGH IRDIWORLD.ORG, OR AS A RESULT OF THE SERVICES, ARE PROVIDED ON AN "AS IS" BASIS. I.R.D.I. Business Group MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO MERCHANTABILITY, MERCHANTABILE QUALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGMENT OF THE SITE, SERVICES OR DELIVERABLES, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING, WITHOUT LIMITATION, THE ACCURACY, TIMELINESS OR USEFULLNESS OF ANY OF THE CONTENT, MATERIALS, TRANSLATIONS OR SERVICES PROVIDED THROUGH THE SITE. I.R.D.I. Business Group ALSO EXPRESSLY DISCLAIMS THE APPLICATION OF ANY PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (ALSO COMMONLY REFERRED TO AS THE VIENNA CONVENTION) AND ANY LAWS INTENDED TO INCORPORATE THE PROVISIONS OF SUCH CONVENTION INTO LOCAL LAWS.

4.2 I.R.D.I. Business Group SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE, OR ANY LOSS INCURRED (INCLUDING BUT NOT LIMITED TO LOSS PROFITS, LOST REVENUES OR LOSS OF DATA) IN CONNECTION WITH YOUR USE OF THE SITE, SERVICES OR DELIVERABLES PROVIDED BY I.R.D.I. Business Group (OR THIRD PARTIES ON BEHALF OF I.R.D.I. Business Group ), OR ANY DAMAGE OR LOSS DUE TO INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, OR DELAYS IN PERFORMANCE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF I.R.D.I. Business Group HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE EXCLUSIONS OF AND LIMITATIONS ON LIABILITY CONTAINED IN THESE TERMS AND CONDITIONS OF SERVICE SHALL APPLY REGARDLESS OF THE NATURE OR SOURCE OF THE LOSS OR DAMAGE, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE.

4.3 I.R.D.I. Business Group MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, ABOUT THE DOCUMENT TRANSLATION SERVICE, INCLUDING, WITHOUT LIMITATION, AVAILABILITY, ACCURACY, COMPLETENESS OR TIMELINESS OF ANY DOCUMENT TRANSLATION. I.R.D.I. Business Group DOES NOT WARRANT THE AVAILABILITY OF THE TRANSLATION SERVICE AS SUCH OR FOR ALL LANGUAGE PAIRS AT ALL TIMES. YOUR CHOICE TO RELY UPON I.R.D.I. Business Group TRANSLATIONS OR SERVICES IS AT YOUR OWN RISK.

4.4 In no event shall the total aggregate liability of I.R.D.I. Business Group to anyone (including Client) relating to the Site, the Services, the Deliverables or otherwise arising from these Terms and Conditions of Service exceed the amount paid by You and received by I.R.D.I. Business Group in consideration of a specific translation request. You agree to indemnify and hold harmless I.R.D.I. Business Group from any cumulative liability to anyone (including Client) which exceeds such limitation.


V. I.R.D.I. Business Group TRANSLATION SERVICES

5.1 Source Material(s) may only be submitted in the format specified on the Site. When submitting Source Material(s), You may specify a requested completion date. I.R.D.I. Business Group shall make reasonable efforts to meet Your requirements; however, late delivery shall not entitle You to withhold payment for work done. I.R.D.I. Business Group EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY CLAIMS RESULTING FROM DELAYS IN THE SERVICE. All Source Material(s) or other property supplied to I.R.D.I. Business Group will be held and processed by I.R.D.I. Business Group at Your risk and I.R.D.I. Business Group will not be responsible for the consequential loss or damage thereto. You should retain copies of all submitted Source Material(s) for Your records.

5.2 Price Quotes:

(a) When submitting Source Material(s), a quote will be given as an estimate of the price for the Service to be rendered. As a result, I.R.D.I. Business Group does not have complete control over the quality or accuracy of the quote given in response to a Service request. In the event of an actual error in the provision of such quote, I.R.D.I. Business Group shall have the right to rescind any resulting agreement within the timeframe set out in Section 5.2(d), even if such quote has been accepted by You.

(b) A quotation is based on a word count (excluding graphics, designs, background code or the like) of the submitted Source Material(s).

(c) A quotation, once given by the I.R.D.I. Business Group server software, may be accepted by You by clicking the "Finalize your order'' button, provided that valid Client information (including, without limitation, Your credit card details) has been entered.

(d) An online quotation is binding unless You are notified otherwise within two (2) business days of receipt of Your order and the Source Material(s), provided that the credit card validation process succeeded and the bank confirmed the availability of the amount necessary to secure payment of the work at completion.

(e) I.R.D.I. Business Group reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final Source Material(s) to be translated. You shall be advised by I.R.D.I. Business Group of the estimate of additional charges or change of delivery date prior to performing the translation. In the event of a material change in pricing and/or delivery estimates, I.R.D.I. Business Group will provide You with the right to cancel Your order.

(f) I.R.D.I. Business Group reserves the right to refuse a request at its discretion for any reason or no reason whatsoever, including, without limitations, reasons relating to the size, usability and/or subject matter of the Source Material(s).

(g) In instances in which any sales, consumption, value added or other tax or duty is chargeable, it shall be in addition to the fee. Additional charges may be made for all expenses incurred by I.R.D.I. Business Group at the request of or by agreement with You, which are not included in Your confirmation of the order acknowledgement or which I.R.D.I. Business Group considers reasonably necessary for the completion of the work or any legitimate purpose associated with it.

(h) There is no delivery or shipping charge for deliveries of Deliverables by I.R.D.I. Business Group using electronic mail or the download functionality from the irdiworld.org Web site contained in Your personal "My Account History" page. I.R.D.I. Business Group EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY CLAIMS ARISING OR RESULTING FROM DELAYS IN OR FAILURE OF DELIVERY.

5.3 Binding Agreement:

(a) Following submission of the Source Material(s) and completion of the needed information by You online, I.R.D.I. Business Group will provide You with an acknowledgement requesting confirmation of the order. No contract shall arise concerning a specific submission until such confirmation is given by You and received and accepted by I.R.D.I. Business Group . Each order when accepted constitutes a separate agreement.

(b) If You for any reason request cancellation of a translation request that You have commissioned, charges will be payable for all completed work up to the effective date of the cancellation date and for all other costs and expenses which may occur as a result of such cancellation. Any request for cancellation must be made at least seven (7) days prior to the effective date of cancellation unless otherwise agreed by I.R.D.I. Business Group .

5.4 Nature of translation:

(a) You agree that a translation is of such complexity that it might have inherent differences, and You accept that a perfect translation of a word or sentence might be impossible. I.R.D.I. Business Group shall translate specialized terms by their usual and conventional meanings, and otherwise make decisions based on I.R.D.I. Business Group standard translation procedures. Technical considerations may dictate variations between original and translated documents. I.R.D.I. Business Group will use its judgment in the selection of terminology in a given field.

(b) A translation reflects the quality of the original written material. Where concepts are poorly expressed in the Source Material(s), where the wrong choice of language has been made, where typographical mistakes are present, or where the text is incomplete or factually incorrect, the same inadequacies will appear in the translation.

5.5 All modifications or additions to the Source Material(s) shall be submitted to I.R.D.I. Business Group clearly indicating changes and where they occur in relation to the previously submitted copy. Pricing and scheduling for incorporation of Source Material(s) modifications or additions into the target language translation(s) in progress shall be determined based on extent and implication of changes and percentage of work already completed. You shall be advised by I.R.D.I. Business Group of the estimate of additional charges before the changes or additions are made by I.R.D.I. Business Group .

5.6 Result of translation - Deliverable:

(a) Upon completion of the translation, You shall receive an e-mail notification of the result, enclosing the Deliverable(s) as an attachment. I.R.D.I. Business Group IS NOT RESPONSIBLE FOR THE DELIVERY FAILURE OF THIS E-MAIL NOTIFICATION, INCLUDING, WITHOUT LIMITATION, FAILURE CAUSED BY E-MAIL ROUTING SYSTEMS, YOUR E-MAIL SYSTEM, ATTACHMENT SIZE LIMITS, AND/OR E-MAIL GATEWAY PROTOCOL SETTINGS. You can always download the Deliverable(s) from Your personal "My Account History" page.

(b) I.R.D.I. Business Group shall use reasonable efforts to deliver the Deliverable(s) in the same file format as the Source Material(s). In the event circumstances impede such service, the Deliverable will be sent in a TXT (ASCII) text format.

(c) I.R.D.I. Business Group shall use reasonable efforts to ensure that each Deliverable(s) is scanned for viruses using a commercially available virus scanning software program before it is delivered. However, I.R.D.I. Business Group DECLINES ANY RESPONSIBILITY FOR ANY DAMAGE CAUSED BY A DELIVERABLE DOWNLOADED BY YOU (VIA E-MAIL OR VIA YOUR “MY ACCOUNT HISTORY” PAGE). It is the Account Holder's responsibility to check for the presence of viruses in all Deliverable(s) received.

(d) I.R.D.I. Business Group reserves the right to destroy or otherwise dispose of any document or other property belonging to You which has been in I.R.D.I. Business Group ' custody for more than two (2) months following completion of the work to which it relates.

(e) I.R.D.I. Business Group shall use reasonable efforts to complete and deliver the translation results to You within a commercially reasonable time frame. As an indication, a Deliverable(s) will be delivered within forty-eight (48) hours of the start of the following business day for Source Material(s) of less than 1,250 words, provided the credit card validation process succeeded and the bank confirmed the availability of the amount necessary to secure payment of the work. HOWEVER, I.R.D.I. Business Group SHALL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY ARISING OR RESULTING FROM FAILURE TO COMPLETE OR DELIVER A TRANSLATION RESULT TO YOU ON ANY CERTAIN DATE OR AT ANY CERTAIN TIME.

(f) I.R.D.I. Business Group shall use reasonable efforts to provide Services in accordance with industry standards. Should completion of work be necessary sooner than the normal time required for its proper production, I.R.D.I. Business Group reserves the right to charge supplementary urgency rates to cover the overtime requirements of I.R.D.I. Business Group translators. Should any other additional costs be incurred, I.R.D.I. Business Group reserves the right to charge for those as well. I.R.D.I. Business Group will confirm these with You prior to proceeding.

(g) I.R.D.I. Business Group shall correct the following errors free of charge: reasonable quantities of omissions, typos, and grammatical mistakes. You agree that I.R.D.I. Business Group shall have no obligation regarding errors in translations unless I.R.D.I. Business Group receives written notification specifying the error(s) within seven (7) days following delivery of the Deliverable(s) to You. I.R.D.I. Business Group ' sole obligation and Your exclusive remedy with respect to errors shall be the obligation to correct the Deliverable(s) at no cost to You. I.R.D.I. Business Group EXPRESSLY DISCLAIMS ALL OTHER OBLIGATIONS OR LIABILITY FOR ERRORS IN TRANSLATION.

5.7 Payment terms:

(a) Payment can only be made by a valid credit card. I.R.D.I. Business Group currently accepts American Express, Discover, MasterCard, and Visa. The payment functionality is handled by 2CheckOut.com™. You hereby authorize I.R.D.I. Business Group to process a charge on Your credit card for the fees quoted in respect of the Services and any additional fees You authorize. The maximum encryption strength supported by Your browser is used for the transfer of all information submitted in Your profile, translation request details, file uploads and downloads and payment information. The encryption strength used is 40-bit or 128-bit, depending on the level supported by Your browser. In the event I.R.D.I. Business Group is unable to collect its fees for the Services using the credit card information submitted, You agree to immediately pay such fees to I.R.D.I. Business Group upon completion of the Services, that any overdue amount shall bear interest at the rate which is the lesser of (a) 1.5% per month or (b) the maximum rate permitted by law. In the event I.R.D.I. Business Group is unable to collect its fees for the Services (a) I.R.D.I. Business Group may suspend or discontinue the Services and/or (b) I.R.D.I. Business Group may withhold the delivery of any Deliverables.

(b) Where non-validation occurs, customers shall be contacted by I.R.D.I. Business Group for order confirmation and payment details prior to the translation process. I.R.D.I. Business Group has the right to take legal action against the Account Holder in respect of any use of a fraudulent credit card number on its Site.

(c) The minimal order charge of $35.00 will be applied to the credit card. Your credit card will be charged upon delivery of the Deliverable(s) to You by e-mail.

5.8 Term and Termination:

(a) In the event You materially breach this Agreement, I.R.D.I. Business Group shall have the right to terminate the Agreement immediately or any time thereafter, whereupon You shall pay the full price provided hereunder for the Services completed and for all work in progress, as well as all other costs and expenses incurred as a result of Your breach. In the event that I.R.D.I. Business Group materially breaches this Agreement, You shall have the right to terminate this Agreement, whereupon I.R.D.I. Business Group shall return to You all Source Material(s) and data supplied by You, together with all translated work that exists as of the date of termination. Notwithstanding the foregoing, neither party shall terminate this Agreement based on a material breach by the other party (with the exception of payment obligations) without first providing such other party with written notice of the breach and a period of ten (10) days to cure such breach. Neither party shall be deemed to be in breach or default of any provision of this Agreement by reason of a delay, or of a failure in performance due to any causes beyond its control.

(b) If this Agreement is terminated for any reason, I.R.D.I. Business Group is entitled to a full payment for the work already completed at the time of the termination, as well as all other costs and expenses incurred with respect to Your translation request.

5.9 Confidentiality:

(a) I.R.D.I. Business Group shall treat all Source Material(s) supplied by You as confidential.

(b) Absent Your prior consent, I.R.D.I. Business Group shall not divulge or otherwise disclose Source Material(s) to any person other than authorized translators or authorized subcontractors of I.R.D.I. Business Group who are contractually required to keep such information confidential. The provisions of this paragraph shall not apply to the extent I.R.D.I. Business Group is required by law to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by I.R.D.I. Business Group .

(c) I.R.D.I. Business Group shall dispatch the Deliverable(s) to You personally by means of e-mail . You shall assume all risks involved in delivery of all Deliverable(s).


VI. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE POLICY

It is our policy to promptly respond to claims of copyright infringement. If You believe that an infringing copyrighted work is accessible on this Site, You may notify our registered copyright agent by sending the following information to the address listed below:

1. The signature of a person authorized to act on behalf of the owner of the copyright. This signature can be physical or electronic;

2. A statement that this person is authorized to act on behalf of the copyright owner;

3. A statement that this person has a good faith belief that the use of the material in the complained-of manner is not authorized either by the copyright owner, by the owner's agent, or by law;

4. A description of the copyrighted work that You claim has been infringed;

5. A description of where the material that You claim is infringing is located on the Site; and

6. Your address, telephone number, and e-mail address.

We ask that You place the term "Notice of Infringement" in the subject line of all such notifications, and send the notification to:

irdiworld@aol.com

We will process and investigate all notices of alleged infringement as required by the Digital Millennium Copyright Act ("DMCA"), and will, in accordance with the requirements of the DMCA, remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity. When we remove or disable access to any material claimed to be infringing, we may attempt to contact the user who posted such material in order to give that user an opportunity to respond to the notification. If the user posting the material gives a counter-notification claiming that the use is authorized, we will furnish that counter-notification to the complaining party, and will give the complaining party an opportunity to seek judicial relief under the DMCA before we replace or restore access to any materials.


VII. GENERAL

7.1 It is strictly forbidden to link directly to the Services offered on the Site, without the express written permission of I.R.D.I. Business Group . A hyperlink to the general URL "irdiworld.org" shall be permitted, provided You do not infringe I.R.D.I. Business Group ' proprietary rights and You abstain from deep-linking or any other unlawful reference. Framing the Site with links, advertisements and/or other information not originating from the Site is expressly prohibited.

7.2 Registered Account Holders may use the feedback form to report feedback concerning any translation request or the service in general.

7.3 Neither party shall be liable for failure in the performance of any of its obligations under this Agreement if such failure is caused by circumstances beyond the control of the party affected.

7.4 The Client who contracts with I.R.D.I. Business Group via e-mail, or more generally via a computer network, or any other similar means of communication, acknowledges that these means of communication possess, notably in terms of evidentiary force, the same validity as that conferred by a writing in a hard copy. Client agrees not to challenge the enforceability of any contract made with I.R.D.I. Business Group by reason that such contract was made using e-mail, a click-through process or through other electronic means.

7.5 The obligations of the parties under this Agreement, which by their nature would continue beyond the termination or cancellation of this Agreement, shall survive such termination or cancellation.

7.6 If any part of this Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

7.7 The failure of either party to insist, in any one or more instances, upon the performance of any of the Terms or Conditions of this Agreement, or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such term or the future exercise of such right.

7.8 I.R.D.I. Business Group may subcontract any or all of the translation work to be performed but, subject to the exclusive remedies and limitations of liability set forth in these Terms and Conditions of Service, shall retain responsibility for the work that is subcontracted.

7.9 I.R.D.I. Business Group reserves the right to change these Terms and Conditions of Service at any time. Such modifications shall be effective immediately upon posting. You agree to review these Terms and Conditions of Service periodically to be aware of such modifications, and Your continued access or use of the Site or Services shall be deemed to be Your acceptance of the modified agreement. Except for any revised versions of these Terms and Conditions of Service which are posted on the Site, any other modification or amendment of these Terms and Conditions of Service shall not be enforceable against I.R.D.I. Business Group unless evidenced by a signed writing executed by I.R.D.I. Business Group .

7.10 This Agreement shall be governed by the laws of the State of California , United States of America . Client hereby submits to the exclusive jurisdiction of the courts having jurisdiction in California and agrees to bring any action relating to the Site, the Services, the Deliverables or otherwise arising from this Agreement exclusively in such courts and in a venue of Los Angeles County , California . Use of the Site or Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions of Service, including, without limitation, this paragraph.

7.11 Client hereby consents to I.R.D.I. Business Group listing Client as a customer on the Site.

7.12 The parties hereby confirm their express wish that this Agreement and all documents relating thereto be drawn up in English only. Les parties aux présentes confirment leur volonté que le présent contrat de même que tous autres documents s'y rapportant soient rédigés en anglais seulement. In the event any non-English translation is provided of these Terms and Conditions of Service, such translation shall be deemed provided for convenience purposes only, and the relationship between the parties shall be interpreted and enforced in accordance with the English language version of such Terms and Conditions of Service.

7.13 This Agreement is the entire agreement with respect to its subject matter and supersedes all prior or other proposals, understandings, agreements or other communications between the parties, whether oral or written, including but not limited to any material posted on the Site.
Copyright© 2002 International Resource Development Institute, Inc. All rights reserved. The International Resource Development Institute™ is a registered trademark or trademark of International Resource Development Institute, Inc. in the United States and/or other countries. 2checkout is either a registered trademark or trademark, Inc. in the United States and/or other countries.

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