Language Line §
Services, Inc:
Master Service Agreement
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RELATIONSHIP OF PARTIES. The parties are independent contractors, and nothing in this Agreement will be deemed to place
the parties in the relationship of employer-employee, principal-agent, partners or joint venturers. Each party will be
responsible for paying its own payroll taxes, disability insurance payments, unemployment taxes, any employee benefits (if
applicable) and other similar taxes, benefits or charges.
LIMITED WARRANTIES AND LIABILITY. THE COMPANY WILL PERFORM ALL OF THE SERVICES IN A PROFESSIONAL MANNER
CONSISTENT WITH INDUSTRY STANDARDS. THE COMPANY MAKES NO OTHER REPRESENTATION, WARRANTY OR
GUARANTEE, EXPRESS OR IMPLIED, OF ANY KIND, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY OR
CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT
INTERPRETATIONS, TRANSLATIONS, AND LOCALIZATIONS MAY NOT BE ENTIRELY ACCURATE IN ALL CASES AND THAT EVENTS
OUTSIDE OF THE CONTROL OF LANGUAGE LINE MAY RESULT IN UNCOMPLETED OR INTERRUPTED SERVICE. EXCEPT FOR THE
PARTIES’ OBLIGATIONS UNDER SECTIONS 4 (CONFIDENTIALITY), 8 (INDEMNIFICATION) AND CUSTOMER'S OBLIGATIONS
UNDER SECTION 2 (PAYMENT TERMS), AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY’S
AGGREGATE LIABILITY TO THE OTHER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT AND
INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL BE $500,000.00 AND EXCEPT AS IS PROHIBITED BY LAW OR SUBJECT
TO A PARTY’S OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT,
PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE},
HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE
REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
INDEMNIFICATION. The parties each agree to hold harmless and indemnify the other party and their respective officers,
directors, employees, affiliates and agents from and against any claims, causes of action, damages, costs, fees, expenses,
settlement or any other form of damage or expense relating to (a) a third party claim for an intellectual property violation
ora breach of Section 4 of this Agreement (“Confidentiality”), (b) a claim by an employee, vendor or agent of one party
asserted against the other party, or (c) the fraudulent or intentionally wrongful act of any kind by the employee or agent of
one party resulting in damages to the other party. The Company maintains extensive insurance coverage for its Services. A
copy of the Certificate of Insurance will be supplied to Customer upon request.
PUBLICITY, Customer agrees that the Company may use Customer's name and/or corporate logo on Company's website and
marketing materials and upon Company's reasonable request will provide a testimonial regarding Company’s Services for
use in Company's marketing of its Services.
ASSIGNMENT. Neither party may assign this Agreement without the prior written consent of the other party, except that
the Company may assign its right to payment to an affiliated company and, either party may assign this Agreement to a
successor company without consent, provided that the successor company ratifies and assumes this Agreement in its
entirety and provides notice of the assignment to the other party.
ACQUISITION OR MERGER OF CUSTOMER. If Customer is acquired by or merged into an existing Company customer or
acquires an existing Company customer, the terms and conditions of this Agreement, including pricing as set out in the
applicable Services Attachments, shall remain unaffected unless the parties otherwise agree in a written amendment to this
Agreement.
TERMINATION. Either party may terminate this Agreement (a) on one hundred twenty (120) days’ notice for any reason, or
(b} on thirty (30) days’ written notice if the other party has not cured the breach in 30 days, or if the breach cannot be cured
in thirty (30) days, on the date agreed on by the parties for cure to be completed. Upon termination of this Agreement for
any reason, Customer shall pay the final inveice from the Company within thirty (30) days of the receipt of the final invoice.
Any disputed charges must be identifted by Customer within the thirty (30) day period. The parties will use good faith efforts
to resolve any disputed charges within the thirty (30) day period and any adjustment paid or credited will be made within
thirty (30) days after the dispute has been resolved.
ADDITIONAL TERMS. (a) WAIVER OR DELAY, Any express waiver or failure to exercise promptly any right under this
Agreement will not create a continuing waiver or any expectation of non-enforcement. (b) SURVIVAL OF OBLIGATIONS. The
obligations of the Parties under this Agreement which by their nature should continue beyond the termination or expiration
of this Agreement will remain in effect after termination or expiration. (c) NO THIRD-PARTY BENEFICIARIES. Neither this
Agreement nor the provision of Services shail be construed to create any duty or obligation on the part of Company to any
third parties, including, without limitation, any persons participating in or the subject of conversations for which Services
are provided, and does not provide any third party with any right, privilege, remedy, claim or cause of action against
Company, its affiliates or their respective successors. (d} CHOICE OF LAW. Any action arising out of this Agreement, as well
as the validity, construction and interpretation of this Agreement, will be governed by New Hampshire law relating to
© 2019 Language Line Services, Inc. One Lower Ragsdale Drive, Bldg. 2 * Monterey, CA 93940 » www.LanguageLing.com« © REV 06.17.19 2
