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Language Line
<br />Services, Inc.
<br />Master Service Agreement
<br />Services in any manner that may violate any applicable law, rule or regulation. Customer and each
<br />affiliate will be assigned a Client Identification Number ("CID") for use in ordering Services. Customer
<br />shall be solely and fully responsible for charges resulting from the use of these CIDs, whether or not
<br />such use is authorized by Customer.
<br />4. CONFIDENTIALITY AND PRIVACY. The Parties agree that during the term of this Agreement and
<br />thereafter, neither Party will disclose any of the other's Confidential Information to any third Party and
<br />each Party will use the other's Confidential Information only for purposes specifically contemplated by
<br />this Agreement. These obligations do not apply to information that is expressly identified by a Party as
<br />not being confidential or that is in the public domain. If either Party has been requested to disclose or
<br />is required by discovery request in a litigation, subpoena, civil investigative demand or similar process
<br />to disclose any such information then that Party so compelled may disclose such information without
<br />liability after giving reasonable notice to the other Party promptly to assert whatever objections the other
<br />Party desires to prevent such disclosure within such deadlines as are required by the governing
<br />statutes, rules or regulations. For purpose of this Agreement, the term "Confidential Information"
<br />includes (a) information (including data) identified by a Party as being Confidential Information, (b)
<br />personally identifiable personal, financial, health or other personal information protected under a law or
<br />regulation, including without limitation HIPAA, Gramm -Leach -Bliley, US federal and state privacy laws,
<br />the General Data Protection Regulation 1 2016/679 (the "GDPR"), and the UK Data Protection Act,
<br />(c) the terms and conditions of this Agreement, (d) LanguageLine pricing for its Services, and 1211 of
<br />the information provided in any invoices or other non-public documents or in oral communications
<br />between the Parties relating to the Services. LanguageLine will not record or monitor any interpretation
<br />calls except that some calls may be monitored for training and quality assurance purposes.
<br />5. LANGUAGELINE PERSONNEL. Customer understands and acknowledges that in providing the
<br />Services, LanguageLine's linguist workforce consists of its own employees, individual independent
<br />contractor linguists and linguists provided through trusted professional linguist staffing agencies
<br />(collectively, "LanguageLine Personnel"). All LanguageLine Personnel are subject to LanguageLine's
<br />stringent quality control standards, confidentiality and privacy obligations and certification criteria, and
<br />LanguageLine is solely responsible for ensuring that the terms and conditions of this Agreement are
<br />met by LanguageLine Personnel. Customer hereby consents to the use of all LanguageLine Personnel
<br />by LanguageLine.
<br />6. RELATIONSHIP OF PARTIES. The Parties are independent contractors, and nothing in this
<br />Agreement will be deemed to place the Parties in the relationship of employer -employee, principal -
<br />agent, partners or joint venturers. Each Party will be responsible for paying its own payroll taxes,
<br />disability insurance payments, unemployment taxes, employee benefits (if applicable) and other similar
<br />taxes, benefits or charges.
<br />LIMITED WARRANTIES AND LIABILITY. (a) LANGUAGELINE WILL PERFORM ALL OF THE
<br />SERVICES IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS.
<br />LANGUAGELINE MAKES NO OTHER REPRESENTATION, WARRANTY OR GUARANTEE,
<br />EXPRESS OR IMPLIED, OF ANY KIND, AND LANGUAGELINE SPECIFICALLY DISCLAIMS ANY
<br />WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE. CUSTOMER ACKNOWLEDGES THAT INTERPRETATIONS, TRANSLATIONS, AND
<br />LOCALIZATIONS MAY NOT BE ENTIRELY ACCURATE IN ALL CASES AND THAT EVENTS
<br />OUTSIDE OF THE CONTROL OF LANGUAGE LINE MAY RESULT IN UNCOMPLETED OR
<br />INTERRUPTED SERVICE. (b) EXCEPT FOR THE PARTIES' OBLIGATIONS UNDER SECTIONS 4
<br />(CONFIDENTIALITY), 8 (INDEMNIFICATION) AND CUSTOMER'S OBLIGATIONS UNDER SECTION
<br />2 (PAYMENT TERMS), AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH
<br />PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR CLAIMS RELATING TO THIS
<br />AGREEMENT, WHETHER FOR BREACH OR IN TORT AND INCLUDING BUT NOT LIMITED TO
<br />NEGLIGENCE, SHALL BE LIMITED TO THE GREATER OF THE AMOUNT INVOICED TO
<br />CUSTOMER BY LANGUAGELINE WITHIN THE PREVIOUS 12 MONTHS, AND (c) EXCEPT AS IS
<br />PROHIBITED BY LAW AND SUBJECT TO A PARTY'S OBLIGATIONS UNDER SECTION 8
<br />(INDEMNIFICATION), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE,
<br />SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT
<br />62023 Language Line Services, Inc. • 1 Lower Ragsdale Drive, Bldg. 2 • Monterey, CA 93940 • wwwlanguageLine_ram -CON FIDENTIAL INFORMATION • REV 3.1.23 • 2
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