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Language Line
<br />6enrices,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 ldentification Number ("ClD") for use in ordering Services. Customer
<br />shall be solely and fully responsible for charges resulting from the use of these ClDs, whether or not
<br />such use is authorized by Customer.
<br />4. CONFIDENTIALITY AND PRIVACY. The Partles agree that during the term of this Agreement and
<br />thereafter, neither Party will disclose any of the other's Confidential lnformation to any thlrd Party and
<br />each Party will use the other's Confldential lnformation 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. lf either Party has been requested to disclose or
<br />is required by dlscovery 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 lnformation"
<br />includes (a) information (including data) identified by a Party as being Confidential lnformation, (b)
<br />personally identifiable personal, financial, health or other personal information protected under a law or
<br />regulation, ineluding without limitation HIPAA, Gramm-Leach-Bliley, US federal and state privacy laws,
<br />the General Data Protection Regulation (EU) 2}16rc75 (the "GDPR"), and the UK Data Protection Act,
<br />(c) the terms and conditions of this Agreement, (d) Languageline pricing for its Services, and (e) atl of
<br />the information provided ln 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 />Servlces, Languageline's linguist workforce consists of its own employees, indivldual independent
<br />contraotor 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 />Languagelino is solely responslble 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 appllcablo) and other similar
<br />taxes, benefits or charges.
<br />7, LIMITED WARRANTIES AND LIABILITY. (a) LANGUAGELINE WILL PERFORM ALL OF THE
<br />SERVICES IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS.
<br />LANGUAGELINH MAKES NO OTHER REPRESENTATION, WARMNTY OR GUAMNTEE,
<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 CASHS AND THAT EVENTS
<br />OUTSIDE OF THE CONTROL OF LANGUAGE LINE MAY RESULT IN UNCOMPLETED OR
<br />TNTERRUPTED SERV|CE. (b) EXCEPT FOR THE PARTIES'OBLIGATIONS UNDER SECTIONS 4
<br />(coNFlDENT|ALtTy),8 (tNDEMNtFtCATTON)AND CUSTOMER',S OBLIGATIONS UNDERSECTION
<br />2 (PAYMFNT TERMS), AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH
<br />PARTY'S AGGRHGATE 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 lS
<br />PROHIBITED BY LAW AND SUBJECT TO A PARryS OBLIGATIONS UNDER SECTION 8
<br />(|NDEMNIFICAT|ON), NETTHER pARTy WILL BE LTABLE FOR ANY INDIRECT, PUNITIVE,
<br />SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH ORARISING OUT
<br />O 2023 Lsoguage l-ine Seryic€s. lnc. . 1 LovJor Rag$dole Drive, Bldg 2 . tllonte.ey, CA 939{0 'u^wi.Lanquageline.com NTIAL INrORMATI0N ' RtV 3.1-23 , 2
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