Huri Translations Vendor Terms of Service

Preamble

These Vendor Terms of Service ("Terms") govern the provision of all goods and services ("Services") to Huri Translations ("Huri Translations") by any supplier, vendor, or contractor ("Vendor").

These Terms apply to all written authorizations for Services issued by Huri Translations, including but not limited to formal Purchase Orders or job assignments (collectively, a "Work Order").

1. Services and Work Orders

All Services must be authorized through a Work Order. The Work Order shall detail the scope of Services, deliverables, deadlines, and fees.

In the event of a conflict between these Terms and an executed Work Order, the terms of the Work Order shall prevail for that specific engagement only.

2. Quality and Performance

Vendor shall perform all Services with a high degree of professional skill and diligence in accordance with prevailing industry standards. Key expectations include:

(a) Conformity: All deliverables must conform to the specifications set forth in the applicable Work Order.

(b) Inspection: Huri Translations reserves the right to inspect and reject any deliverables that are non-conforming.

(c) Revisions: Vendor shall perform reasonable revisions to correct any deficiencies at no additional cost to Huri Translations.

3. Invoicing and Payment

Upon Huri Translations' final acceptance of the Services, Vendor shall submit an invoice referencing the applicable Work Order identifier (e.g., PO number or project ID). Payment shall be made according to the terms specified in the Independent Contractor Agreement. Huri Translations shall have no obligation to pay any invoice that does not reference a valid Work Order identifier.

4. Intellectual Property Rights

(a) Huri Translations' Intellectual Property: Vendor acknowledges that Huri Translations' online applications, websites, and pre-existing materials are the exclusive property of Huri Translations.

(b) Assignment of Rights: Upon full and final payment by Huri Translations, Vendor irrevocably assigns to Huri Translations all right, title, and interest worldwide in and to all deliverables created under the applicable Work Order, including all associated intellectual property rights.

(c) Vendor's Intellectual Property: Vendor shall retain ownership of its pre-existing intellectual property not incorporated into the deliverables.

5. Confidentiality

Vendor shall hold in strict confidence all non-public information disclosed by Huri Translations or its clients ("Confidential Information"). Vendor shall not use or disclose Confidential Information for any purpose other than the performance of Services.

This obligation is perpetual and survives the termination of any agreement between the parties.

6. Warranties

Vendor represents and warrants that (a) it has the full right and authority to enter into and perform its obligations under these Terms; (b) the Services and deliverables will be the original work of the Vendor and will not infringe upon the intellectual property rights of any third party; and (c) it will comply with all applicable laws in the performance of the Services.

7. Indemnification

Vendor shall indemnify, defend, and hold harmless Huri Translations, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses arising from or related to Vendor's breach of these Terms, negligence, or willful misconduct.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HURI TRANSLATIONS' TOTAL AGGREGATE LIABILITY TO VENDOR FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR ANY WORK ORDER EXCEED THE TOTAL FEES PAID BY HURI TRANSLATIONS TO VENDOR UNDER THE WORK ORDER GIVING RISE TO THE CLAIM.

9. Termination

Huri Translations may terminate any Work Order or the business relationship with Vendor under the following conditions:

(a) For Cause: Including any material breach of Vendor's obligations to Huri Translations, immediately upon written notice.

(b) Without Cause: Upon reasonable prior written notice to Vendor.

10. General Provisions

(a) Independent Contractor: The parties are independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employer-employee relationship.

(b) Governing Law: These Terms shall be governed by and construed in accordance with the laws of French Polynesia, without regard to its conflict of law principles.

(c) Entire Agreement: These Terms, together with the applicable Work Order and the Supplier Code of Conduct, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether oral or written.