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Services, I I D: FGE28844-1 98C-4831 -88F4-A7297C6E1 CAo Master Service Agreement 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 applicablef and other similar taxes, benefits or charges. 7. IIMITED WARRANTIES AND IIABILIW. THE COMPANY WILL PERFORM ALT 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 MERCHANTABILIW OR FITNESS FOR A PARTICUTAR PURPOSE. CUSTOMER ACKNOWTEDGES THAT INTERPRETATIONS,TRANSLATION' AND LOCALIZATIONS MAY NOT BE ENTIRELY ACCURATE IN ALLCASESANDTHAT EVENTS OUTSIDE OFTHE CONTROL OF TANGUAGE TINE MAY RESULT IN UNCOMPLETED OR INTERRUPTED SERVICE. EXCEPT FOR THE PARTIES', OBLIGATIONS UNDER SECTIONS 4 (CONF|DENT|AL|W), 8 (|NDEMNtFtCAT|ON) AND CUSTOMER'S OBLTGATTONS UNDER SECTION 2 (PAYMENT TERMS), AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE tAW, EACH PARW'S AGGREGATE LIABILIWTOTHE OTHER FOR CLAIMS RETATINGTO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORTAND INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL 8E LIMITED TO THE GREATER OF THE AMOUNT INVOICED TO OR PAID BY CUSTOMER TO THE COMPANY WITHIN THE PREVIOUS 12 MONTHS AND EXCEPT AS I5 PROHIBITED BY LAW OR SUBJECT TO A PARTY,S OBTIGATIONS UNDER SECTION 7 (INDEMNIFICATION), NEITHER P,ARTY WILL BE TIABLE FoR ANY INDIRECT, PUNITIVE, SPECIAI. INCIDENTAL OR CONSEQUENTIAT DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISE' WHETHER FOR BREACH OR IN TORT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LIABITITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF IT5 ESSENTIAL PURPOSE. 8. 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 or a 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. company will not be liable for intellectual property infringement arising merely from the Company's interpretation or translation of Customer communications or documents, respectively. The Company maintains extensive global insurance coverage for all its Services. A copy of the Certificate of lnsurance will be supplied to Customer upon request. 9. PUB[lClTY. 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. 10. 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. 11. ACQUISITION OR MERGER OF CUSTOMER. lf 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 Statements of Work, shall remain unaffected unless the Parties otherwise agree in a written amendment to this Agreement. 12. T€RMINATION' 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 invoice from the Company within thirty (30) days of the receipt of the final invoice. Any disputed charges must be identified 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. 13. 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) SURVIVAI OF OBuGATIONS. The obligations of the Party 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 shall be construed to c.eate 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 except as provided by law, does not provide any third party with any right, privilege, remedy, claim or O 2020 Language tine S!ryices, lnc. . One Lower RrSsdah orive, 8ldg. 2 . Monterey, CA 93940 . www,LanguageLine.com . COilflDf,NflALlNfORMATtOil . REV 08.17.20 2