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TERM AND TERMINATION

This Agreement will become effective on the date of the last signature and will continue in effect until terminated by one or both parties. Services will be available when the Customer has been assigned a Customer Identification Number and has paid the setup fee. Either party may terminate this contract by giving the other party written notification at least thirty (30) days in advance of termination. Customer agrees to pay for all services performed through the date of termination. If the setup fee is not paid within 30 days, the service will be terminated.

AUTHORIZED USAGE OF SERVICES

A. Customer agrees to be fully and solely responsible for all services and charges obtained using its Access Number, whether or not authorized. Customer can obtain a new Access Number at any time upon request.

B. Customer shall use interpretation services only for its own internal purposes and shall not re-sell services obtained under this contract.

C. Customer agrees to hold harmless LANGUAGE SCIENTIFIC from all claims and actions resulting from the content and illegal usage of interpretation services. LANGUAGE SCIENTIFIC interpreters shall not for any reason be used for illegal or improper purposes. Customer shall not at any time contract, or attempt to contract or hire away any interpreter from LANGUAGE SCIENTIFIC.

INVOICES, CHARGES AND PAYMENTS

A. The rates and charges on page one shall be applied to all services rendered. LANGUAGE SCIENTIFIC shall give customer at least 30 days written notice of any rate increase.

B. LANGUAGE SCIENTIFIC shall invoice Customer monthly for all services requested using Customer’s Access Number.

C. Customer shall make payment within 30 days from the date of invoice. Payments may be made by company check or credit card.

All payments by credit card exceeding $50 will be charged a 5% credit card processing fee/PayPal processing fee. Credit card payments $50 or below will be charged a flat $2 processing fee.

LANGUAGE SCIENTIFIC accepts Visa, Mastercard and American Express.

A finance charge may be assessed on all unpaid balances outstanding over thirty (30) days at the lesser of eighteen percent (18%) per annum (1.5% per month) or the maximum amount permitted by law.

After 60 days from the date of invoice LANGUAGE SCIENTIFIC will refer all invoices to collections. A $50.00 charge will be assessed on all invoices referred to collection.

D. Customer agrees that any restrictive endorsements, releases or other statements accompanying checks or other payments accepted by LANGUAGE SCIENTIFIC shall have no legal effect.

CONFIDENTIAL INFORMATION

A. LANGUAGE SCIENTIFIC shall take reasonable measures to ensure that all interpreted communications remain confidential, whether the interpreter is an independent contractor or employee.

In connection therewith, all interpreters used by LANGUAGE SCIENTIFIC are required to sign a Confidentiality Agreement and Pledge with regard to all calls and are aware of treating all customer communications as confidential.

Each party’s respective obligations shall survive the expiration or termination of this Agreement.

B. In the event that either party receives a court subpoena, request for production of documents, court order or requirement of a government agency to disclose any confidential information, the recipient shall give prompt written notice to the other party so that the subpoena, request for production of documents, order or requirement can be challenged or limited in scope by customer or company, as appropriate.

INDEPENDENT CONTRACTOR

The parties agree that LANGUAGE SCIENTIFIC’S relationship to the Customer is that of an independent contractor and that nothing contained in the Agreement shall be construed as creating any other type of relationship.

LANGUAGE SCIENTIFIC may employ such arrangements, as it deems appropriate with respect to the performance of the Services.

Employees and interpreters of LANGUAGE SCIENTIFIC are not employees or agents of Customer in any respect.

LANGUAGE SCIENTIFIC is responsible for the payment of compensation to its employees and interpreters and for the withholding and remittance of all federal, state or municipal taxes related thereto.

INDEMNIFICATION

LANGUAGE SCIENTIFIC shall indemnify and hold Customer harmless from any claim, action or expenses resulting from, and to the extent of, the gross negligence of LANGUAGE SCIENTIFIC; provided, however, that:

(a) LANGUAGE SCIENTIFIC’S aggregate liability to the Customer for any such claim shall be limited to the lesser of:
(i) the amount paid by the Customer within the previous 6 months for the Services, or
(ii) $5,000.00

and

(b) in no event will LANGUAGE SCIENTIFIC be liable for loss of revenue or profit or for incidental, consequential, or punitive damages claimed by or on behalf of Customer or its officers, agents, employees, directors or representatives.

No action may be brought by either party more than one (1) year after the cause of action has accrued.

SEVERABILITY

If any provision of this Agreement shall be construed to be illegal or invalid, the illegal or invalid provision shall be revised to the extent possible to give its intended effect and/or meaning and all remaining provisions herein shall continue in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party.

WAIVER

No waiver of any provisions of this Agreement shall be effective unless made in writing.

No waiver of any breach of any provision of the Agreement shall constitute a waiver of any subsequent breach of the same or any other provision of this Agreement.

Failure to enforce any term of the Agreement shall not be deemed a waiver of future enforcement of that or any other term.

GOVERNING LAW

This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of Massachusetts, without regard to its conflict of laws rules.

ARBITRATION

Disputes, controversies or other matters arising out of or relating to the Agreement, or breach thereof, shall be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

The award of the arbitrator shall be enforceable in any court of competent jurisdiction and the prevailing party shall be entitled to recover its reasonable attorney’s fees and other costs and expenses as apportioned by the award of the arbitrator.

The arbitration shall take place in Massachusetts unless otherwise mutually agreed by the parties.

LIMITATION OF LIABILITY

LANGUAGE SCIENTIFIC makes no representation, warranty, or guaranty, express or implied, concerning the services, including but not limited to the availability or timeliness of the performance of any service.

LANGUAGE SCIENTIFIC’S liability, if any, arising as a result of any breach of this Agreement or otherwise, is expressly and specifically limited to the cost of any phone call or service in question.

In no event shall either party be liable to the other party for any consequential, indirect, punitive, incidental or special damages, whether foreseeable or unforeseeable.

ADDITIONAL TERMS

A. LANGUAGE SCIENTIFIC and Customer shall be excused from any act, omission or obligation to perform under this Agreement when such failure or default is caused by an act of God, fire, earthquakes, floods, strikes or labor disputes, war, riot, insurrection or other causes beyond its reasonable control.

B. All notices provided in connection with this agreement shall be in writing and shall be delivered by registered mail to the address listed on page 1.

C. Other than specifically authorized, this agreement may not be amended, modified or supplemented at any time except in writing signed by the parties.

D. These two pages constitute the entire agreement between the parties pertaining to the subject of this Agreement and supersedes all prior writings, conversations, understandings and agreements.

Please Note: This document is the sole document that reflects pricing for your account. This document must be signed by an authorized representative from your company. Pricing changes will be made on the next full monthly billing cycle.