LANGUAGE SERVICE
COMPANY–CLOUD SERVICES AGREEMENT:
IMPORTANT
– READ CAREFULLY
THIS
CLOUD SERVICES AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AND
BINDING CONTRACT BETWEEN YOU (“CHANNEL PARTNER” or “YOU” or
“LSC”) AND TOTAL LANGUAGE,LLC. (“TOTAL LANGUAGE”). THE
AGREEMENT GOVERNS CHANNEL PARTNER’S ACCESS TO AND USE OF THE TOTAL
LANGUAGE SOFTWARE FOR INTERNAL BUSINESS PURPOSES AND THE DELIVERY OF
SERVICES TO YOUR CUSTOMERS (EACH, A “CLIENT”) (AS FURTHER DEFINED
BELOW, THE “SOFTWARE”).
PLEASE
READ THIS AGREEMENT CAREFULLY. BY INSTALLING AND USING OR
ACCESSING THE SOFTWARE, AND BY CLICKING “I ACCEPT” BELOW, CHANNEL
PARTNER INDICATES ITS ACCEPTANCE OF THE TERMS, CONDITIONS AND
LIMITATIONS OF THIS AGREEMENT. IF CHANNEL PARTNER DOES NOT AGREE TO
BE BOUND BY ALL OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS
AGREEMENT, TOTAL LANGUAGE,LLC. WILL IMMEDIATELY DISABLE CHANNEL PARTNER’S
ACCESS TO THE SOFTWARE AND DEACTIVE CHANNEL PARTNER’S ACCOUNT.
THIS
AGREEMENT APPLIES TO THE SOFTWARE THAT CHANNEL PARTNER HAS LICENSED.
THE SOFTWARE IS LICENSED, NOT SOLD. CHANNEL PARTNER MAY USE
ONLY THE SOFTWARE THAT CHANNEL PARTNER HAS LICENSED AND HAS PAID FOR,
AND CHANNEL PARTNER MUST USE IT STRICTLY IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT. CHANNEL PARTNER IS
RESPONSIBLE FOR ENSURING THAT ALL EMPLOYEES, CONTRACTORS, CLIENTS AND
OTHER USERS (“AUTHORIZED USERS”) WITHIN ITS ORGANIZATION OR
ENTITY ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
TOTAL
LANGUAGE RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE
TERMS AND CONDITIONS OF THIS AGREEMENT, AT ANY TIME, AND SUCH
MODIFIED TERMS AND CONDITIONS SHALL HAVE IMMEDIATE EFFECT ONCE THEY
ARE MADE AVAILABLE THROUGH SOFTWARE UPDATES OR OTHERWISE THROUGH
CHANNEL PARTNER’S USE OF THE SOFTWARE AT ANY TIME AFTER SUCH
MODIFICATIONS ARE MADE.
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DEFINITIONS.
1.1
“Services” shall mean the interpretation services that Channel
Partner is providing to its Clients using the Software (including the
Client Software).
1.2 “Client”
shall mean Channel Partner’s end user clients, i.e., the entity or
individual for which The LSC is providing the Services.
1.3
“Client Software” shall mean the client interface components of
the Software, the mobile applications and all Software installed on
Client computers.
1.4 “Order
Form” shall mean the document or other method (including, but not
limited to, online or email order form) by which Channel Partner
licenses use of the Software from TOTAL LANGUAGE,LLC..
1.5
“Software” shall mean all the software provided by TOTAL LANGUAGE,LLC.
collectively (including without limitation the Client Software), and
each separate component of the foregoing, and any updates, upgrades
or enhancements to the Software or any Software component provided to
You by TOTAL LANGUAGE,LLC., including, without limitation, any support
software provided to You by TOTAL LANGUAGE,LLC. via the Internet, email or
by any other means.
1.6
“VRI” shall mean video remote interpreting.
1.7
“OPI” shall mean over-the-phone interpreting.
1.
8 “LSC” shall mean a language service provider (including you)
and a customer of TOTAL LANGUAGE,LLC.. Language service providers are
companies that use the TOTAL LANGUAGE,LLC. platform to manage their
interpretation services business. LSC’s can also use the Total
Language platform to deliver onsite, OPI and VRI interpreting
services to their clients.
1.9
“TLPIN Interpreters” shall mean interpreters that are part of the
TOTAL LANGUAGE,LLC. Professional Interpreter Network (TLPIN) (described
below) that are (a) not paid directly by the LSC, and (b) part of a
labor pool that is contracted by a separate company other than the
LSC. TLPIN Interpreters are qualified professionals held to an
obligation of confidentiality. If any LSC selects the “Enable
the Crowd” feature in the TOTAL LANGUAGE,LLC. platform, the LSC will
have the ability to use a TLPIN Interpreter by using the “TLPIN
Crowd” feature when their LSC interpreters are not available to
take VRI or OPI calls. It is not the LSC’s responsibility to pay
TLPIN Interpreters for their services.
1.10
“LSC Interpreters” shall mean interpreters that are directly
contracting with the LSC. These interpreters are paid for their
services directly by the LSC. LSC Interpreters field calls directly
from LSC customers and TOTAL LANGUAGE,LLC. is not responsible for paying
such interpreters for their services in these cases. The LSC is
responsible for paying the interpreter for all “LSC Interpreter
“calls.
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LICENSE
GRANT.
(A)
CLIENT SOFTWARE LICENSE. Channel Partner is purchasing the
number of Client Software licenses specified in the applicable Order
Form. The Order Form specifies the number of organizations or
entities for which Channel Partner may use the Client Software to
provide Services. Channel Partner may install the Client
Software on computers within the organizations or entities specified
in the applicable Order Form. The Order Form also specifies how
many users and computers are permitted within each Client
organization or entity. Channel Partner may only install the
Client Software on the number of user computers within the each
Client organization or entity as specified in the applicable Order
Form.
(B)
LICENSE RESTRICTIONS. Notwithstanding anything to the contrary
herein, the license grants of Section 2 are subject to the following
restrictions:
(i)
Representations. Channel Partner shall be responsible for
obtaining and maintaining any equipment or ancillary services needed
to connect to, access or otherwise use the Software, including,
without limitation, modems, hardware, software, and long distance or
local telephone service. Channel Partner shall be responsible for
ensuring that such equipment or ancillary services are compatible
with the Software.
(ii)
Derivative Works. Channel Partner may not modify or make
derivative works of the Software, the documentation thereof, or any
other component that may be included in the Software or provided with
the Software, nor rent, lease or otherwise distribute the Software or
the documentation thereof, except as expressly permitted in Section 2
of this Agreement.
(iii)
Transfer of Rights. Except as expressly set forth in Section 2,
Channel Partner shall not assign, sublicense, rent or otherwise
transfer Channel Partner’s access and use rights under this
Agreement to the Software without the prior written approval of Total
Language.
(iv)
Reverse Engineering and Software Development. Channel Partner
may not reverse engineer, decompile, or disassemble the Software,
directly or indirectly, in whole or in part. The Software shall only
be used in accordance with the accompanying documentation and shall
not be used for software development or any other purposes.
(v)
Ownership. All worldwide ownership of and all rights, title and
interest in and to the Software, and all copies and portions thereof,
including without limitation, all copyrights, patent rights,
trademark rights, trade secret rights, inventions and other
proprietary rights therein and thereto, are and shall remain
exclusively in TOTAL LANGUAGE,LLC.. The only rights Channel Partner
acquires under this Agreement are the Software license rights set
forth in this Agreement.
(vi)
Other Restrictions. Channel Partner may not use the Software
to:
(a)
defame, abuse, harass, threaten or otherwise violate the legal rights
(such as rights of privacy and publicity) of others;
(b)
conduct or forward illegal contests, pyramid schemes, chain letters,
unsolicited or unauthorized advertising, promotional materials,
unsolicited e-mail or multi-level marketing campaigns;
(c)
publish, post, distribute, disseminate or link to any: (i)
defamatory, infringing, or unlawful topic, name, material or
information; (ii) software or other material protected by
intellectual property laws, copyright, rights of privacy or
publicity, or other proprietary rights, unless You own or control
such rights or have received all necessary consents for Your use of
such software and other materials;
(d)
harvest, collect or aggregate user names or email addresses for any
purpose;
(e)
restrict or inhibit any other user from using and enjoying its rights
with respect to TOTAL LANGUAGE,LLC. or its website, interfering with or
disrupting the TOTAL LANGUAGE,LLC. website, the TOTAL LANGUAGE,LLC. service
servers or network connected to TOTAL LANGUAGE,LLC.; or
(f)
violate any applicable government laws, rules or regulations.
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The
TOTAL LANGUAGE,LLC. Professional Interpreter Network (TLPIN).
The
TLPIN services constitute a technology platform (“Total
Language Platform”) that enables clients to use Total Language’s
mobile applications, landline phones or Total Language’s
website portal provided as part of the Services (each, an
“Application”) to get on-demand interpretation services with
third party providers of such services, including independent third
party interpretation service providers under agreement with Total
Language or certain of Total Language’s affiliates (“Backstop
Providers”). Channel Partner acknowledges that Total
Language does not provide interpretation services as an
interpretation service provider. Third party Backstop Providers
reserve the right to decline interpretation services to a Total
Language customer contacted through the Total Language Platform. The
Channel Partner acknowledges that Total Language does not contract
with, employ, hire, vet, qualify, manage or provide interpreters and
is not responsible or liable for the conduct of interpreters that
are answering calls or providing interpretation services via the
Total Language Platform. Total Language works with Backstop
Providers in the TLPIN to ensure that they meet Total Language’s
minimum quality standards. TLPIN Crowd Languages are generally
supported for on-demand services, but Total Language makes no
guarantee, representation or warranty that any on-demand OPI or VRI
call placed via the TLPIN for a supported language will be answered.
Total Language reserves the right to change and update the list of
supported languages for both OPI and VRI services at any time. In
addition, Total Language customers are able to route calls to their
own interpreter pool (known as “Internal Calls”) and are not
required to use a Backstop Provider.
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FEES.
Channel
Partner must pay the fees specified in the applicable Total Language
Order Form. Such fees may include ongoing monthly or other periodic
fees. Failure to pay such fees on time will result in shut
down of Channel Partner’s and its Clients’ accounts and use of
the Software as specified in the Termination section of this
Agreement.
Usage
Fee Invoices and Payments
:
Payment for all usage fees are due by bank wire transfer, ACH bank
transfer or credit card within 15 (fifteen) calendar days of Total
Language’s usage invoice. Checks are not accepted as a form of
payment. All usage fees are invoiced monthly based on the LSC usage
activity for each calendar month. If the monthly usage invoice amount
is greater than $5,000 (five thousand dollars), the LSC will be
required to enroll in Total Language ACH autopay. With ACH autopay,
Total Language will automatically withdraw funds from the LSC’s
pre-approved bank account 2 business days after the invoice date.
Interest at the lesser of 1.5% per month or the maximum amount
permitted by law will be assessed upon all balances that are not paid
by the payment due date.
LSC
Payment Guarantee:
LSC
agrees to the payment terms in its Order Form without regard to the
payments and terms negotiated between LSC and LSC’s Client(s).
Base
subscription fee:
LSC
base subscription fees are paid separately from LSC usage fees.
Base subscription fees are paid automatically by credit card on the
date outlined in the LSC’s Order Form.
Service
Shut Down:
Total
Language reserves the right to temporarily or permanently shut down
LSC’s access to the Software if LSC has unpaid invoices that are
past due.
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USE
OF THE SOFTWARE AND TOTAL LANGUAGE WEBSITE AND SERVICES.
Total
Language has no special relationship with or fiduciary duty to
Channel Partner. Channel Partner acknowledges that Total Language
has no control over, and no duty to take any action regarding: what
Channel Partner accesses via Total Language or its website; what
effects the content Channel Partner accesses may have on Channel
Partner; how Channel Partner may interpret or use the content; or
what actions Channel Partner may take as a result of having been
exposed to the content. Channel Partner is solely responsible for
Channel Partner’s activities in using the Total Language website,
Software and other services, including the activities of your
employees, contractors, Clients and all parties that Channel Partner
allows to have access to the Total Language website and/or Software.
Channel Partner is solely responsible for the contents,
modification, management and/or deletion of any and all files and
data used by Channel Partner in conjunction with the Software.
Further, Channel Partner is responsible to ensure that such files
and data are not used in conjunction with the Software in violation
of any law, rule or regulation, or copyright, trademark or other
proprietary right or any other right of any third party. Total
Language may access Channel Partner’s account, including its data,
to respond to service and/or technical problems or as stated in this
Agreement. Channel Partner, not Total Language, shall have sole
responsibility for the accuracy, quality, integrity, legality,
reliability, appropriateness and copyright of all data stored in
Channel Partner’s account. Furthermore, Total Language shall not
be responsible or liable for the deletion, correction, destruction,
damage, loss or failure to store any data.
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THIRD
PARTY SOFTWARE.
The Software may utilize or include third party software that is
subject to open source and third party license terms (“Third Party
Software”). Channel Partner acknowledges and agrees that its right
to use such Third Party Software as part of the Software is subject
to and governed by the terms and conditions of the open source or
third party license(s) applicable to such Third Party Software,
including without limitation any applicable acknowledgements,
license terms and disclaimers contained therein. In the event of a
conflict between the terms of this Agreement and the terms of such
open source or third party licenses, the terms of the open source or
third party licenses shall control only with regard to Channel
Partner’s use of such Third Party Software. In no event shall the
Software or components thereof be deemed to be “open source” or
“publically available” software.
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FEEDBACK
MECHANISM; SHUTDOWN MECHANISM.
The Software is equipped with a feedback mechanism that allows Total
Language to review Channel Partner’s and its Clients’ use of the
Software and communicates activity involving use of the Software
back to Total Language. Total Language reserves the right to
use such data to evaluate the Software usage and for any purposes
which Total Language deems useful or appropriate. Channel
Partner agrees that Total Language may collect and use technical
data and related information, including but not limited to technical
information about Your system, application software and peripherals,
that is gathered periodically to facilitate the provision of
Software updates, product support and other services (if any)
related to the Software. The Software is also equipped with a
shut-down mechanism by which Total Language may shut down Channel
Partner’s and its Clients’ use of the Software. Total
Language reserves the right to use this shut-down mechanism at any
time if Channel Partner or any of its Clients breach this Agreement,
Channel Partner or its Clients use the Software in ways not
permitted by this Agreement, and/or if Channel Partner fails to pay
the applicable periodic Software fees as specified in the applicable
Order Form.
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ACCESS
RESTRICTION.
Total
Language reserves the right to deny to Channel Partner, any Client
or any user, in its sole discretion, access to the Software or any
portion thereof without notice. Channel Partner is responsible for
safeguarding the confidentiality of password(s) and user name(s)
created by Channel Partner and/or any of its Clients for use with
the Software, and for any use or misuse of the Channel Partner’s
Total Language account resulting from any third party using a
password or user name created by Channel Partner or any of its
Clients. Channel Partner shall be solely responsible for
securing access to its and its Clients’ data. Total Language
shall in no event be liable for any unauthorized access to any data
stored using the Software or Total Language website.
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WARRANTY
DISCLAIMER.
THE
SOFTWARE, THE TOTAL LANGUAGE,LLC. WEBSITE AND ALL OF THE CONTENTS THEREOF
ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER
EXPRESSED, IMPLIED OR STATUTORY, AND TOTAL LANGUAGE,LLC. HEREBY EXPRESSLY
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT OF THIRD PARTY RIGHTS, WITH RESPECT TO THE SOFTWARE,
THE TOTAL LANGUAGE,LLC. WEBSITE AND ALL CONTENTS THEREOF, THE
ACCOMPANYING DOCUMENTATION, AND ANY ACCOMPANYING SUPPORTING
MATERIALS OR OTHER MATERIALS RECEIVED FROM OR ON BEHALF OF TOTAL
LANGUAGE AND/OR ANY AFFILIATE, AGENT, RESELLER, DEALER, DISTRIBUTOR,
EMPLOYEE, CONTRACTOR OR REPRESENTATIVE OF TOTAL LANGUAGE,LLC.. CHANNEL
PARTNER EXPRESSLY ACKNOWLEDGES THAT THE WEBSITE AND/OR THE SOFTWARE
MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NO
AFFILIATE, CONTRACTOR, EMPLOYEE, AGENT, RESELLER, DEALER OR
DISTRIBUTOR OR REPRESENTATIVE OF TOTAL LANGUAGE,LLC. IS AUTHORIZED TO
MODIFY THIS LIMITED WARRANTY OR TO MAKE ANY ADDITIONAL WARRANTIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES
YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY
FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
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LIABILITY
DISCLAIMER.
TOTAL
LANGUAGE SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES. CHANNEL
PARTNER IS SOLELY RESPONSIBLE FOR CHANNEL PARTNER’S AND ITS
CLIENTS’ USE OF THE SOFTWARE AND/OR TOTAL LANGUAGE,LLC. WEBSITE, INPUTS
INTO THE SOFTWARE AND/OR TOTAL LANGUAGE,LLC. WEBSITE, VERIFYING THE
RESULTS OF THE USE OF THE SOFTWARE AND/OR TOTAL LANGUAGE,LLC. WEBSITE AND
HOW THE OUTPUT FROM THE SOFTWARE AND/OR TOTAL LANGUAGE,LLC. WEBSITE IS
USED BY CHANNEL PARTNER AND ITS CLIENTS. IN NO EVENT SHALL
TOTAL LANGUAGE,LLC. BE RESPONSIBLE OR LIABLE TO CHANNEL PARTNER, ITS
CLIENTS OR ANY THIRD PARTY FOR ANY LIABILITY ARISING OUT OF
INSTALLATION OR USE OF THE SOFTWARE OR TOTAL LANGUAGE,LLC. WEBSITE,
WHETHER BY CHANNEL PARTNER, CLIENTS, USERS WITHIN CHANNEL PARTNER’S
OR CLIENTS’ ORGANIZATIONS, OR OTHER AUTHORIZED USERS. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOTAL
LANGUAGE BE LIABLE OR OBLIGATED TO CHANNEL PARTNER OR ITS CLIENTS IN
ANY MANNER FOR ANY SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL,
INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST DATA OR
PROGRAMS, PRIVACY OF DATA OR PROGRAMS, UNAUTHORIZED ACCESS TO DATA
OR PROGRAMS, BUSINESS INTERRUPTIONS, LOST PROFITS AND LOST REVENUE,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,
NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF TOTAL
LANGUAGE IS AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN
ADVANCE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
ABOVE LIMITATION MAY NOT APPLY.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, TOTAL LANGUAGE,LLC.
SHALL NOT BE LIABLE TO CHANNEL PARTNER OR ITS CLIENTS IN AN AGGREGATE
AMOUNT GREATER THAN $15,000 OR THE AMOUNT THAT CHANNEL PARTNER HAS
PAID TOTAL LANGUAGE,LLC. TO DATE, WHICHEVER AMOUNT IS LESS. THE
LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF
THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS
AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE
FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT
REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS
OF THE BARGAIN BETWEEN THE PARTIES.
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INDEMNIFICATION.
Channel
Partner agrees to defend, indemnify and hold harmless Total
Language, and its employees, officers, contractors, investors,
directors, agents, representatives, licensors, licensees and
affiliates from and against any and all claims, losses, liability,
costs and expenses (including but not limited to attorneys’ fees)
arising from (a) installation or use of the Software or Total
Language website by Channel Partner and/or any Client and/or any
users authorized by either of the foregoing (“Authorized Users and
Organizations”), including without limitation claims relating to
loss or confidentiality of data or programs (b) any violation by
Authorized Users and Organizations of any warranty, representation
or covenant under this Agreement, (c) Authorized Users and
Organizations’ violation of any third party rights, including,
without limitation, infringement of any copyright, trademark or
patent right, violation of any other proprietary right and invasion
of any privacy or publicity rights, and/or the use or misuse of
Channel Partner’s TOTAL LANGUAGE,LLC. account by Channel Partner or any
third party using Channel Partner’s password(s) and/or user
name(s). These obligations will survive any termination of this
Agreement or Channel Partner’s relationship with TOTAL LANGUAGE,LLC..
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US
GOVERNMENT RESTRICTED RIGHTS.
If
Channel Partner is the United States Government or is acquiring the
right to access and use the Software on behalf of the United States
Government, then the United States Government agrees that: (a) if
the right to access and use the Software is acquired by or supplied
to the Department of Defense (“DOD”), the Software shall be
classified as “Commercial Computer Software” and the government
is acquiring only “restricted rights” in the Software and its
documentation, as defined in Clause 252.227-7013(c)(1) of the DFARS;
(b) for any part of the United States Government other than DOD, the
government’s rights in the Software or TOTAL LANGUAGE,LLC. website and
its documentation will be as defined in Clause 52.227-19(c)(2) of
the FAR or, for NASA, in Clause 18-52.227-86(d) of the NASA
Supplement to the FAR.
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TERMINATION.
The license granted herein is effective until this Agreement is
terminated. This Agreement shall terminate immediately, without
notice, in the event Channel Partner (i) fails to comply with any of
the terms and conditions set forth in this Agreement, (ii) ceases
doing business, (iii) does not make any payments due within 45 days
of the applicable due date, or (iv) ceases using the Software and
notifies TOTAL LANGUAGE,LLC. thereof. TOTAL LANGUAGE,LLC. reserves the right
to refuse service or deny Software access to anyone at its sole
discretion and to terminate this Agreement upon 30 days’ written
notice. TOTAL LANGUAGE,LLC. will not and is not obligated to refund any
part of the payment made by Channel Partner. Upon termination of
this Agreement, Channel Partner must immediately (i) destroy all
copies of the Software and the TOTAL LANGUAGE,LLC. website documentation
in Channel Partner’s possession, or (ii) return the Software and
documentation according to the instructions of TOTAL LANGUAGE,LLC..
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TRADEMARKS.
All
trademarks, services marks, designs and logos used by Total Language
in connection with the Software, Total Language’s services and/or
Total Language website are the trademarks or registered trademarks
of Total Language. All other trademarks and/or service marks
are the property of their respective owners.
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COPYRIGHT
MATTERS.
Total
Language respects the intellectual property of others, and we ask
Channel Partner to do the same. We reserve the right to disable the
accounts of Channel Partner, Clients and users who we believe to be
infringing or otherwise violating the intellectual property,
proprietary or other rights of third parties and to remove any such
infringing materials. If You believe that Your copyrighted work has
been copied and is accessible on the Total Language website in a way
that constitutes copyright infringement, please notify Total
Language’s copyright agent by email
at admin@TotalLanguage.com, by regular mail at 8 The Green, Ste
R Dover, DE 19901and provide the following information: (a) an
electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright interest; (b) a description of
the copyrighted work that You claim has been infringed, including
the URL (i.e., web page address) of the location where the
copyrighted work exists or a copy of the copyrighted work; (c)
identification of the URL or other specific location on the Total
Language website where the material that You claim is infringing is
located; (d) Your address, telephone number, and email address; (e)
a statement by You that You have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent, or
the law; and (f) a statement by You, made under penalty of perjury,
that the above information in Your notice is accurate and that You
are the copyright owner or authorized to act on the copyright
owner’s behalf. You hereby agree that You shall not assert any
claim against Total Language or its officers or directors or
employees with respect to such content unless and until: (1) You
have fully completed the process set forth above; and (2) Total
Language has failed to remove the offending content within thirty
(30) days after such notification without a reasonable explanation
for its failure to do so. It is Total Language’s policy to (1)
block access to or remove content that it believes in good faith to
be copyrighted material that has been illegally copied, displayed or
distributed by any of Total Language’s advertisers, affiliates,
content providers, members or users; and (2) remove and discontinue
services to repeat offenders.
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GENERAL.
This
Agreement constitutes the full, complete understanding of the
parties as to the subject matter hereof, and may not be altered or
modified, except by written amendment or collateral agreement which
expressly refers to this Agreement and which is duly executed by
Total Language and Your duly authorized representative. All prior
representations, understandings and agreements between the parties
regarding the subject matter hereof, whether written or oral,
expressed or implied, are superseded and shall be of no effect. In
the event of conflicting provisions between this Agreement and a
duly executed collateral agreement or an Order Form, the duly
executed collateral agreement or Order Form shall control. This
Agreement shall be construed and governed in accordance with the
laws of the state of Delaware, without regard to conflict of law
provisions. Any action related to this Agreement or the Software
shall be brought exclusively in the state or federal courts located
in the County of Kent, State of Delaware United States of America.
Each
party hereby agrees to submit to the jurisdiction of such courts.
Channel Partner acknowledges that a breach of this Agreement will
cause irreparable and continuing damage to Total Language for which
money damages are insufficient, and Total Language shall be entitled
to injunctive relief and/or a decree for specific performance, and
such other relief as may be proper (including money damages if
appropriate). In the event of litigation between Channel Partner and
Total Language concerning the Software or any other item which is
subject to this Agreement, the prevailing party in the litigation
will be entitled to recover its attorneys’ fees and expenses from
the other party. The parties agree that the United Nations Convention
on Contracts for the International Sale of Goods is specifically
excluded from application to this Agreement. If any part of
this Agreement is found void or unenforceable, it will not affect the
validity of the balance of the Agreement, which shall remain valid
and enforceable according to its terms. Channel Partner agrees that
the Software will not be shipped, transferred or exported into any
country or used in any manner prohibited by the United States Export
Administration Act or any other export law, restrictions or
regulations. No waiver by Total Language of any breach or default by
Channel Partner of any of the covenants or agreements herein set
forth shall be deemed a waiver as to any subsequent and/or similar
breach or default.
The
Software and related documentation are “Commercial Items”, as
that term is defined at 48 C.F.R. §2.101, consisting of “Commercial
Computer Software” and “Commercial Computer Software
Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48
C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212
or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the
Commercial Computer Software and Commercial Computer Software
Documentation are being licensed to U.S. Government end users (a)
only as Commercial Items and (b) with only those rights as are
granted to all other end users pursuant to the terms and conditions
herein. All rights reserved under the copyright laws of the United
States.
BY
ACCESSING AND USING THE TOTAL LANGUAGE WEBSITE AND BY INSTALLING,
ACCESSING AND USING THE TOTAL LANGUAGE PLATFORM AND SOFTWARE, YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND
AGREE UNCONDITIONALLY THAT CHANNEL PARTNER AND CLIENTS SHALL BE BOUND
BY ITS TERMS AND CONDITIONS. YOU FURTHER REPRESENT AND WARRANT
THAT YOU HAVE FULL AUTHORITY TO EXECUTE THIS BINDING AGREEMENT ON
BEHALF OF CHANNEL PARTNER.
PRIVACY
POLICY
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INTRODUCTION
Total
Language, LLC, the Total Language platform or “we” or “us”
and the associated Total Language websites were formed to create the
world’s first truly unified interpretation management system and
interpretation communication and delivery platform. The privacy of
all of our partners, end-users and stakeholders – your privacy –
is something we take extremely seriously. This policy details
how we treat the personal information that we collect, what settings
we provide for you to control how your information is used on Total
Language, and how you can contact us with any questions or concerns.
This policy is not a contract between Total Language and its users
but is merely a recitation of Total Language policies.
This
policy describes the types of information we may collect from you or
that you may provide when you visit the websites Total
Language.com or any of their affiliated websites (our “Website”)
and our practices for collecting, using, maintaining, protecting, and
disclosing that information. It also applies to information we
collect: (a) in email, text, and other electronic messages between
you and this Website; (b) through mobile and desktop applications you
download from this Website, which provide dedicated non-browser-based
interaction between you and this Website;
(c)
when you interact with our advertising and
application
or content (including advertising) that may link to or be accessible
from or on the Website.
applications on third-party websites and services, if those
applications or advertising include links to this policy; and (d)
through any other sources associated with the Website.
The
policy does not apply to information collected by: (a) us offline; or
(b) any third party, including through any
Please
read this policy carefully to understand our policies and practices
regarding your information and how we will treat it. By accessing or
using the Website, you expressly agree to this policy. This policy
may change from time to time. Your continued use of this Website
after we make changes is deemed to be acceptance of those changes, so
please check the policy periodically for updates.
-
GENERAL
OVERVIEW
PERSONAL
DATA COLLECTED FOR THE FOLLOWING PURPOSES AND USING THE FOLLOWING
SERVICES:
Advertising
Facebook
Ads, LinkedIn Ads, Google Adwords, AdSense, and Bing Ads
Personal
Data: Cookies and Usage Data
Analytics
Clicky
Analytics, Google Analytics, Google Tag Manager, Facebook Ads
conversion tracking, Hotjar Form Analysis & Conversion Funnels,
Google Analytics with anonymized IP, Display Advertising extension
for Google Analytics, HubSpot Analytics and WordPress Stats
Personal
Data: Cookies and Usage Data
Contacting
the User
Contact
form
Personal
Data: company name, country, email address, first name, last name,
number of employees, phone number, state, various types of Data,
website and ZIP/Postal code
Phone
contact
Personal
Data: phone number
Handling
payments
Stripe
Personal
Data: various types of Data as specified in the privacy policy of the
service
Heat
mapping and session recording
Hotjar
Heat Maps & Recordings
Personal
Data: Cookies, Usage Data and various types of Data as specified in
the privacy policy of the service
Hosting
and backend infrastructure
Amazon
Web Services (AWS)
Personal
Data: various types of Data as specified in the privacy policy of the
service
Infrastructure
monitoring
New
Relic
Personal
Data: various types of Data as specified in the privacy policy of the
service
Interaction
with external social networks and platforms
Twitter
Tweet button and social widgets, LinkedIn button and social widgets,
Google+ +1 button and social widgets and Facebook Like button and
social widgets
Personal
Data: Cookies and Usage Data
Remarketing
and behavioral targeting
Google
RLSA, Facebook Remarketing, LinkedIn Remarketing
Personal
Data: Cookies and Usage Data
Facebook
Custom Audience
Personal
Data: Cookies and email address
-
CHILDREN
UNDER THE AGE OF 18
Total
Language’s Terms of Use require all account owners to be at least
18 years of age (or have the permission and supervision of a
responsible parent or legal guardian). Accordingly, this policy does
not discuss use of our Website or services by minors.
-
INFORMATION
WE COLLECT ABOUT YOU
We
collect several types of information from and about users of our
Website, including information: (a) by which you may be personally
identified, such as name, postal address, e-mail address, telephone
number, or any other information the Website collects that is defined
as personal or personally identifiable information under an
applicable law or any other identifier by which you may be contacted
online or offline. Depending on which services you choose to use,
Total Language may require additional information, such as a company
name, billing information (including billing address, phone number,
and credit card information), a mobile telephone number, a physical
mailing address, and/or payment information. In addition, Total
Language may require information such as your tax ID, bank account
information and/or credit card information in order to verify your
identity and provide this service to you (collectively “personal
information”); (b) that is about you but individually does not
identify you, such as username or alias; and/or (c) about your
internet connection, the equipment you use to access our Website and
usage details.
We
collect this information: (a) directly from you when you provide it
to us; or (b) automatically as you navigate through the site.
Information collected automatically may include usage details, IP
addresses, and information collected through cookies, web beacons,
and other tracking technologies.
-
INFORMATION
YOU PROVIDE TO US
We
may also collect information from you through our Website which may
include: (a) information that you provide by filling in forms; (b)
information provided at the time of registering to use our Website;
(c) information when you enter a promotion sponsored by us; (d)
information when you report a problem with our Website; (e) records
and copies of your correspondence (including email addresses), if you
contact us; (f) your responses to surveys that we might ask you to
complete for research purposes; (g) details of transactions you carry
out through our Website and of the fulfillment of your orders; (h)
financial information before placing an order through our Website;
(i) your search queries on the Website; and (j) visit or
participation in our online community.
You
also may provide information to be published or displayed
(hereinafter, “posted”) on public areas of the community or
transmitted to other users of the community or third parties
(collectively, “User Contributions”). Your User Contributions are
posted on and transmitted to others at your own risk. Although we
limit access to certain pages and you may set certain privacy
settings for such information by logging into your account profile,
please be aware that no security measures are perfect or
impenetrable. Additionally, we cannot control the actions of other
users of the Website with whom you may choose to share your User
Contributions. Therefore, we cannot and do not guarantee that your
User Contributions will not be viewed by unauthorized persons.
-
INFORMATION
WE COLLECT THROUGH AUTOMATIC DATA COLLECTION TECHNOLOGIES
As
you navigate through and interact with our Website, we may use
automatic data collection technologies to collect certain information
about your equipment, browsing actions, and patterns, including: (a)
details of your visits to our Website, including traffic data,
location data, logs, and other communication data and the resources
that you access and use on the Website; and (b) information about
your computer and internet connection, including your IP address,
operating system, and browser type.
The
information we collect automatically is statistical data and does not
include personal information, but we may maintain it or associate it
with personal information we collect in other ways or receive from
third parties. It helps us to improve our Website and to deliver a
better and more personalized service, including by enabling us to:
(a) estimate our audience size and usage patterns; (b) store
information about your preferences, allowing us to customize our
Website according to your individual interests; (c) speed up your
searches; or (d) recognize you when you return to our Website.
The
technologies we use for this automatic data collection may include:
(a) Cookies (or browser cookies). A cookie is a small file placed on
the hard drive of your computer. You may refuse to accept browser
cookies by activating the appropriate setting on your browser.
However, if you select this setting you may be unable to access
certain parts of our Website. Unless you have adjusted your browser
setting so that it will refuse cookies, our system will issue cookies
when you direct your browser to our Website; (b) Flash Cookies.
Certain features of our Website may use local stored objects (or
Flash cookies) to collect and store information about your
preferences and navigation to, from, and on our Website. Flash
cookies are not managed by the same browser settings as are used for
browser cookies; (c) Web Beacons. Pages of our the Website may
contain small electronic files known as web beacons (also referred to
as clear gifs, pixel tags, and single-pixel gifs) that permit Total
Language, for example, to count users who have visited those pages or
opened an email and for other related website statistics (for
example, recording the popularity of certain website content and
verifying system and server integrity); (d) Google Analytics, a web
analytics service provided by Google Inc. (“Google”). Google uses
Cookies to help analyze the use of the Website. The information
generated by the Cookie about your use of the Site is sent to a
Google server in the United States and stored there. Please note,
that your IP address will be truncated by our systems before sending
the data to a Google server. Thereby you will remain anonymous as an
individual user. Google will use this information to evaluate your
use of the Site, compile reports on Site activity and provide other
Site activity and internet related services. In addition, Google may
also transfer this information to third parties if required by law or
if third parties process the information on Google’s behalf. By
using this Site, you consent to the processing of data about you by
Google in the manner described and for the aforementioned purpose.
More information about Google Analytics can be found here. See
more about automatic data collection, cookies and opt-ing out in
our
Cookies
Policy
.
We
do not collect personal information automatically, but we may tie
this information to personal information about you that we collect
from other sources or you provide to us.
-
HOW
WE USE YOUR INFORMATION
We
use information that we collect about you or that you provide to us,
including any personal information: (a) to present our Website and
its contents to you; (b) to provide you with information, products,
or services that you request from us; (c) to fulfill any other
purpose for which you provide it; (d) to provide you with notices
about your license; (e) to carry out our obligations and enforce any
rights arising from any contracts entered into on the Website,
including for billing and collection; (f) to notify you about changes
to our Website or any products or services we offer or provide though
it; (g) to allow you to participate in interactive features on our
Website; (h) in any other way we may describe when you provide the
information; (i) for any other purpose with your consent; (j) we may
also use your information to contact you about our own and
third-parties’ goods and services that may be of interest to you;
and (k) we may use the information we have collected from you to
enable us to display advertisements to our advertisers’ target
audiences. Even though we do not disclose your personal information
for these purposes without your consent, if you click on or otherwise
interact with an advertisement, the advertiser may assume that you
meet its target criteria.
-
DISCLOSURE
OF YOUR INFORMATION
We
may disclose aggregated information about our users, and information
that does not identify any individual, without restriction.
We
may disclose personal information that we collect or you provide as
described in this privacy policy: (a) to our subsidiaries and
affiliates; (b) to contractors, service providers, and other third
parties we use to support our business and who are bound by
contractual obligations to keep personal information confidential and
use it only for the purposes for which we disclose it to them; (c) to
a buyer or other successor in the event of a merger, divestiture,
restructuring, reorganization, dissolution, or other sale or transfer
of some or all of Total Language’s assets, whether as a going
concern or as part of bankruptcy, liquidation, or similar proceeding,
in which personal information held by Total Language about our
Website users is among the assets transferred; (d) to fulfill the
purpose for which you provide it; (e) for any other purpose disclosed
by us when you provide the information; and (f) with your consent.
We
may also disclose your personal information: (a) to comply with any
court order, law, or legal process, including to respond to any
government or regulatory request; (b) to enforce or apply our
Terms
of Use
and
other agreements; or (c) if we believe disclosure is necessary or
appropriate to protect the rights, property, or safety of Total
Language, our customers, or others. This includes exchanging
information with other companies and organizations for the purposes
of fraud protection and credit risk reduction.
-
CHOICES
ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We
strive to provide you with choices regarding the personal information
you provide to us. We have created mechanisms to provide you with the
following control over your information:
Tracking
Technologies and Advertising. You can set your browser to refuse all
or some browser cookies, or to alert you when cookies are being sent.
If you disable or refuse cookies, please note that some parts of this
site may then be inaccessible or not function properly.
Messages
from Total Language:
–
On
occasion, Total Language will send you messages. The default required
form of communication is email. However, we may choose to offer
additional ways to reach you, such as through text messaging (SMS) or
physical mail. By using Total Language’s site, you hereby agree
that you have provided prior express written consent to receive
messages, whether email or SMS, and acknowledge that you have an
established business relationship (EBR) with Total Language. You may
opt out of these messages by contacting Customer Service.
–
Some
messages from Total Language are service-related and required for
customers. Examples of service-related messages include, but are not
limited to: a welcome/confirmation email when you register your
account, notification of an order, or correspondence with Total
Language’s support team. These messages are not promotional in
nature. You may opt out of these messages by contacting
Customer
Service
.
–
As
a customer, Total Language may also send you messages related to
certain features on the site or your activity. Total Language may
also send you news or updates about changes to our site or services.
By default, members will receive these messages via email, but you
may choose to opt-out of getting certain emails under your account
settings. You may opt out of these messages by contacting
Customer
Service
.
–
Total
Language offers optional email newsletters. You must opt-in or
subscribe to begin receiving newsletters, and subscription is
available to both members and non-members. Members may subscribe or
unsubscribe from optional newsletters under your account settings or
by following the instructions contained in the newsletter emails.
Non-members may subscribe by providing an email address, which will
only be used by Total Language for these newsletters. Non-members may
unsubscribe from newsletters by following the instructions contained
in the newsletter emails.
-
ACCESSING
AND CORRECTING YOUR INFORMATION
You
can review and change your personal information by logging into the
Website and visiting your account profile page.
You
may also send us an email at compliance@TotalLanguage.com to
request access to, correct or delete any personal information that
you have provided to us. We cannot delete your personal information
except by also deleting your user account. We may not accommodate a
request to change information if we believe the change would violate
any law or legal requirement or cause the information to be
incorrect.
-
THIRD-PARTY
USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some
content or applications, including advertisements, on the Website are
served by third-parties, including advertisers, ad networks and
servers, content providers, and application providers. These third
parties may use cookies alone or in conjunction with web beacons or
other tracking technologies to collect information about you when you
use our website. The information they collect may be associated with
your personal information or they may collect information, including
personal information, about your online activities over time and
across different websites and other online services. They may use
this information to provide you with interest-based (behavioral)
advertising or other targeted content.
We
do not control these third parties’ tracking technologies or how
they may be used. If you have any questions about an advertisement or
other targeted content, you should contact the responsible provider
directly.
-
DATA
SECURITY
We
have implemented measures designed to secure your personal
information from accidental loss and from unauthorized access, use,
alteration, and disclosure. All information you provide to us is
stored on our secure servers behind firewalls. Any payment
transactions and other sensitive information will be encrypted using
secure socket layer (SSL) technology. Total Language follows
generally accepted industry standards to protect the personal
information submitted to us, both during transmission and once Total
Language receives it.
The
safety and security of your information also depends on you. Where we
have given you (or where you have chosen) a password for access to
certain parts of our Website, you are responsible for keeping this
password confidential. We ask you not to share your password with
anyone. We urge you to be careful about giving out information in
public areas of the Website like message boards. The information you
share in public areas may be viewed by any user of the Website.
Unfortunately,
the transmission of information via the internet is not completely
secure. Although we do our best to protect your personal information,
we cannot guarantee the security of your personal information
transmitted to our Website. Any transmission of personal information
is at your own risk. We are not responsible for circumvention of any
privacy settings or security measures contained on the Website.
-
DATA
RETENTION
Total
Language will retain your information for as long as your account is
active or as needed to provide you services. If you no longer
want Total Language to use your information to provide you services,
you may close your account. After closing your account, Total
Language will solely retain and use your information as necessary to
comply with our legal obligations, resolve disputes, and enforce our
agreements.
-
CHANGES
TO OUR PRIVACY POLICY
It
is our policy to post any changes we make to our privacy policy on
this page. You are responsible for ensuring we have an up-to-date
active and deliverable email address for you, and for periodically
visiting our Website and this privacy policy to check for any
changes.
-
DATA
BREACH
If
you suspect a data breach, please contact us
at compliance@TotalLanguage.com or by contacting us by
phone.
-
CONTACT
INFORMATION
If
you have questions or suggestions you can contact us, by sending an
email to compliance@TotalLanguage.com, or at Total Language,
LLC, 8 The Green, Ste R Dover, DE 19901.
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Total Language Copyright 2018 | All Rights Reserved |
Legal
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