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Services,
<br />guage lD: F0E28844-1 98C-4831 -88F4-A7297C0E1 CA6
<br />Master Service Agreement
<br />Master Service Agreement with
<br />Kittitas County Sheriff
<br />Language LineServlces, lnc. (the "Company'') and you, the customer ("Customer/'or "you") (together, the "parties" and each a
<br />"Party''), agree that the terms and conditions below and in all attachments and addenda hereto will apply to the services provided
<br />by the Company to you under this Agreement,
<br />TERMS OF SERVICC
<br />1. TERM OF AGREEMENT. This Agreement is the Master Services Agreement for all the services currently offered by Company
<br />(the "Services"). Fees and any additional terms and conditions for each of the Services are identified in the respective
<br />services statements of Work, each of which is made a part of this Agreement. This Agreement and each of the Services you
<br />choose to receive from the Company will become effective upon the signing by you of this ABreement and the relevant
<br />Statement(s) of Work and will continue in effect until terminated under Section 12 ("Termination"). lf you continue to
<br />request and receive Services after this Agreement has been terminated for any reason, this Agreement and the applicable
<br />Statement(sl of Work will continue in full force and effect.
<br />2, PAYMENT TERMS. Customer agrees to pay all undisputed invoiced charges for Services in full within thirty (30) days of the
<br />invoice date. Any disputed charges in an invoice must be identified to the Company within thirty (30) days of the invoice
<br />issue date or right to dispute will be waived by Customer. Customer shall not have the right to set-off any disputed amounts.
<br />Amounts subject to dispute once resolved will be (i) credited to customer on the next invoice (if resolved in favor of
<br />Customer), (ii) added to the next invoice (if resolved in favor of Company) or (iii) as otherwise mutually agreed upon. lnvoices
<br />will be sent to Customer's billing address shown in Schedule A hereto, or to such other address as Customer may specify by
<br />giving written notice to Company to CustomerCare@laneuaeeline.com. lf Customer will not be paying for any specific
<br />affiliates, those affiliate(s) must be identified on Schedule A and must enter into a separate Master Service Agreement with
<br />the Company, lf Customer wants the Company to identifo any such excluded affiliate(s) by a specific name in documentation,
<br />please provide a list of the affiliate(s) by name to the Company sales representative assigned to Customer.
<br />3. USE OF SERVICES. Customer warrants that it will not (i) resell the Services to any third parties; however, Customer may
<br />charge its own customers, clients or patients for the Services and/or (ii) use the Services in any manner that may violate any
<br />applicable law, rule or regulation. Customer and each affiliate will be assigned a Client ldentification Number ("ClD") for use
<br />in ordering products and services. Customer shall be solely and fully responsible for charges resulting from the use of these
<br />ClDs, whether or not such use is authorized by Customer.
<br />4. CONFIDENTIAIITY. lf the Parties have not signed a Non-Disclosure Agreement, the Parties agree that during the term of this
<br />Agreement a nd thereafter, neither Party will disclose any of the other's Confidential lnformation to any third party and each
<br />Party will use Confidential lnformation only for purposes specifically contemplated by this Agreement. These obligations do
<br />not apply to information that is expressly identified by a Party as not being confidential or that is in the public domain. lf
<br />either Party has been requested to disclose or is required by discovery request in a litigation, subpoena, civil investigative
<br />demand or similar process to disclose any such information then that party so compelled may disclose such information
<br />without liability after giving reasonable notice to the other Party promptly to assert whatever objections the other party
<br />desires to prevent such disclosure within such deadlines as are required by the governing statutes, rules or regulations. For
<br />purpose of this Agreement, the term "Confidential Information" means (a) information identified by a party as being
<br />Confidential lnformation, (b) personally identifiable personal, financial, or health information protected under a law or
<br />regulation, including without limitation HIPM, Graham-Leach-Bliley, and the General Data Protection Regulation (EU)
<br />2016/679 {the "6DPR"), (c) the terms and conditions of this Agreement, (d) Company pricing for its Services, (e) information
<br />ordataidentifiedbyaPartytotheotherasbeing"confidential," and(flandall oftheinformationprovidedinanyinvoices
<br />or other documents or in oral communications between the parties relating to the Services. Customer is obligated to inform
<br />Company if providing any of the Services would be governed by the GDpR.
<br />5. COMPANY PERSONNEI. Customer understands and acknowledges that in providing the Services, the Company's linguist
<br />workforce consists of its own employees, individual independent contractor linguists and linguists provided through trusted
<br />professional linguist staffing agencies, which are in and outside of the United States (collectively, "Company personnel,,). All
<br />Company Personnel are subject to the Company's stringent quality control standards and certification criteria and Company
<br />is solely responsible for ensuring that that the terms and conditions of this Agreement are met, Customer hereby consents
<br />to the use of all Company Personnel by the Company.
<br />5. RELATIONSHIP OF PARTIES. The Parties are independent contractors, and nothing in this Agreement will be deemed to place
<br />O 2020 LanguaS€ Lin€ S€ryices, lnc. . One Lower Ragsdal€ Orive, BldB. 2 . Monterev, cA 93940 . www,tanguseune.com . CON;IDINT|AL TNFORMAnON . REV 08.17,20 t
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