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OPAL ENABLE TERMS OF USE 

OPERATED BY WELOCALIZE, INC. (“COMPANY”) 

THIS TERMS OF USE AGREEMENT (“TERMS OF USE”) APPLIES TO ALL USERS OF THE OPAL ENABLE SITE OR SERVICES. PROVISION OF THE OPAL ENABLE SERVICES IS CONDITIONED ON YOUR ASSENT TO THE TERMS OF THESE TERMS OF USE TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS OF USE ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. BY ACCESSING THE OPAL ENABLE SITE OR SERVICES YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND THE ENTITY YOU REPRESENT, AND THE USE OF THE TERM “YOU” SHALL BE DEEMED TO INCLUDE THE ENTITY YOU REPRESENT. 

Acceptance of Terms. 

Some of the features or services offered through OPAL Enable (“Services”) may be subject to additional terms and conditions promulgated by Company from time to time including Company’s privacy policy https://www.welocalize.com/security-compliance/privacy-policy/; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. 

The Services are available only to corporate entities and individuals who are at least 18 years old. You represent and warrant that, if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions. 

Modification of Terms of Use. 

Company reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. Company may also impose limits on certain Services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of any changes to these Terms of Use constitutes acceptance of those changes. 

Rules and Conduct. 

Company offers the Services to, among other things, facilitate the translation of content (“Projects”). As a condition of use, you promise not to use the Services for any purpose other than those expressly permitted by these Terms of Use. The Services are provided only for your own internal business purposes. You are responsible for all of your activity in connection with the Services. For purposes of these Terms of Use, the term “Content” includes, without limitation, any videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Company through the Service. 

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services (“User Submission”), that: 

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Company may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Services; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site. 

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. 

Company does not guarantee that any Content will be made available on the Site or through the Services. Company has no obligation to monitor the Site, Services, or Content. However, Company reserves the right to (i) remove, edit or modify any Content in its sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have violated these Terms of Use), or for no reason at all. 

Fees and Payment 

The fees and payment details for access to the Services will be the subject of a separate agreement between you and Company  

Content and License. 

You agree that the Service contains Content specifically provided by Company or its partners (“Company Content”), and that such Company Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Company Content accessed through the Service. 

For Company Content, Company grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Company Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Company Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Company Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Company Content for commercial use or in any way that violates any third party right. 

Intellectual Property Rights 

The Services provides you with the ability upload your Projects to the Site. Company will not have any ownership rights in your Projects, however, Company needs the following license to perform the Service. You hereby grant to Company the worldwide, non-exclusive, royalty-free, right to (i) use, host, display, and otherwise perform the Services on your behalf, along with all associated copyrightable works or metadata, including without limitation any artwork, photographs, graphics, and descriptive text in connection with your Project. 

By uploading any Project or Submitting any User Submission to the Site: 

Data Usage. 

As between you and Company, any of your data disclosed in User Submissions or Projects shall be and remain the sole and exclusive property of you.   

Company may employ technology to support Company’s processing of your data for purposes related to providing the Services (“Supporting Technology”). Supporting Technology may include, among other tools, machine learning models, large language models, and generative artificial intelligence tools. Such Supporting Technology will only be used in support of and in the context of Company processing your data and providing the Services to you. As between you and Company, Company owns all right, title, and interest in the Supporting Technology, as well as metadata, metrics, libraries, and learnings derived from its use. 

Your data provided to Company for performance of the Services shall be, at all times, considered “Customer Data.” Such Customer Data will not be disclosed to any third parties or used for any other purpose outside providing the Services. Use of software or models included in Supporting Technology provided by third party vendors shall not be considered a disclosure. 

You agree not to provide personal data to Company as part of Customer Data. However, to the extent you do provide any such data to Company despite this prohibition, you hereby instruct and authorize Company to process such data for the purposes of providing the Services and communicating with you. 

Termination. 

Company may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. 

Warranty Disclaimer. 

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. 

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

Electronic Communications Privacy Act Notice (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services. 

Indemnification. 

Company shall defend, indemnify, and hold harmless you and your affiliates, employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to a claim that the Services infringe any third party intellectual property right of any person or entity provided that (i) you give Company prompt notice of any such claim or proceeding after receiving notice thereof, and (ii) you give full control of the defense and settlement of the claim or proceeding to Company.  Company shall have no obligation under this section to the extent that the claim arises directly from your User Submissions, or your negligent or intentional acts or omissions, or out of use of the Services in conjunction with other products or services not supplied or approved by Company. 

You shall defend, indemnify, and hold harmless Company, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content (including without limitation Projects) or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses. 

Limitation of Liability. 

IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 

Dispute Resolution. 

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. 

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of these Terms of Use shall be finally settled by arbitration in Dover, Delaware, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts of or state courts located in the State of Delaware. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. 

Integration and Severability. 

These Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 

Miscellaneous. 

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. 

Contact. 

You may contact Welocalize, Inc. at the following address:  136 Madison Avenue, 6th Floor, New York, NY  10016, United States.  Email  legal@welocalize.com. 

Effective Date: March, 2026