LANGUAGE SERVICE COMPANY – CLOUD SERVICES AGREEMENT
THIS CLOUD SERVICES AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AND BINDING CONTRACT BETWEEN YOU (“YOU”) AND LANGUAGERS INC. (“LANGUAGERS”). THE AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE LANGUAGERS SOFTWARE FOR INTERNAL BUSINESS PURPOSES AND THE DELIVERY OF SERVICES TO YOU AND YOUR CUSTOMERS (EACH, A “CLIENT”) (AS FURTHER DEFINED BELOW, THE “SOFTWARE”).
PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING AND USING OR ACCESSING THE SOFTWARE, YOU INDICATE ITS ACCEPTANCE OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT. IF YOU EXPRESS IN WRITING NOT TO AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, LANGUAGERS HAS THE RIGHT TO DISABLE YOUR ACCESS TO THE SOFTWARE IMMEDIATELY AND DEACTIVE YOUR ACCOUNT.
LANGUAGERS RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AT ANY TIME, AND SUCH MODIFIED TERMS AND CONDITIONS SHALL HAVE IMMEDIATE EFFECT ONCE THEY ARE MADE AVAILABLE THROUGH SOFTWARE UPDATES OR OTHERWISE THROUGH YOUR USE OF THE SOFTWARE AT ANY TIME AFTER SUCH MODIFICATIONS ARE MADE.
1. Definitions
1.1 “Services” shall mean the interpretation services that Languagers is providing to you and your Clients using the Software (including the Client Software).
1.2 “Client” shall mean you and your end user clients
1.3 “Client Software” shall mean the client interface components of the Software, the mobile applications and all Software installed on Client computers.
1.4 “Software” shall mean all the software provided by Languagers collectively (including without limitation the Client Software), and each separate component of the foregoing, and any updates, upgrades or enhancements to the Software or any Software component provided to You by Languagers, including, without limitation, any support software provided to You by Languagers via the Internet, email or by any other means.
2. Usage Fee Invoices and Payments:
Payment for all usage fees are due by bank wire transfer, ACH bank transfer or credit card within 30 (thirty) calendar days of Languagers’s usage invoice. All usage fees are invoiced monthly based on your usage activity for each calendar month. If the monthly usage invoice amount is greater than $5,000 (five thousand dollars), you will be required to enroll in Languagers ACH autopay. With ACH autopay, Languagers will automatically withdraw funds from your pre-approved bank account 62 days after the invoice’s due date. Interest at the lesser of 2% per month or the maximum amount permitted by law will be assessed upon all balances that are not paid by the payment due date.
3. Your Payment Guarantee:
You agree to the payment terms in its Order Form.
4. Call Usage Pricing Changes:
While pricing adjustments are not common or expected, if necessary, Languagers reserves the right to adjust over-the-phone interpreting and video remote interpreting Crowd (BPIN) rates to you with a minimum 30 day notice. Languagers will notify you with at least a 30 day notice if any call routing rates will be changing and the details of those changes. The rates outlined on the order form are the initial rates being offered as part of this agreement.
5. Service Shut Down:
Languagers reserves the right to temporarily or permanently shut down your access to the Software if you have unpaid invoices that are past due.
6. Indemnification:
You agree to defend, indemnify and hold harmless Languagers, and its employees, officers, contractors, investors, directors, agents, representatives, licensors, licensees and affiliates from and against any and all claims, losses, liability, costs and expenses.
7. US GOVERNMENT RESTRICTED RIGHTS:
If you are the United States Government or is acquiring the right to access and use the Software on behalf of the United States Government, then the United States Government agrees that: (a) if the right to access and use the Software is acquired by or supplied to the Department of Defense (“DOD”), the Software shall be classified as “Commercial Computer Software” and the government is acquiring only “restricted rights” in the Software and its documentation, as defined in Clause 252.227-7013(c)(1) of the DFARS; (b) for any part of the United States Government other than DOD, the government’s rights in the Software or Languagers website and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, for NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.
8. General:
This Agreement constitutes the full, complete understanding of the parties as to the subject matter hereof, and may not be altered or modified, except by written amendment or collateral agreement which expressly refers to this Agreement and which is duly executed by Languagers and your duly authorized representative. In the event of conflicting provisions between this Agreement and a duly executed collateral agreement or an Order Form, the duly executed collateral agreement or Order Form shall control. This Agreement shall be construed and governed in accordance with the laws of the state of New York, without regard to conflict of law provisions
SERVICE LEVEL AGREEMENT
This Service Level Agreement (“SLA”) is for the provisioning of services required to support and sustain the interpreting software (“Product”) under the Agreement to which this SLA is attached.
Term
Termination of the Agreement and/or an Order Form will result in termination of this SLA.
Availability & Uptime
Languagers agrees to: (i) make the Product available to Client pursuant to the Agreement and the applicable Order Form, (ii) provide support for the Product to Client at no additional charge; and (iii) use commercially reasonable efforts to make the online Product available 99.5% of the time to be measured monthly, excluding any planned downtime, maintenance windows, or any unavailability caused by circumstances beyond Languagers’ reasonable control, such as a force majeure event in accordance with the Agreement.
Onboarding & Training
Languagers will assist the Client’s admin with onboarding and training on how to use the Product, as applicable.
Client Requirements
Client responsibilities and/or requirements in support of this SLA include: (i) Client’s compliance with the Agreement and the applicable Order Form; (ii) reasonable availability of Client’s admin and/or technical representative(s) when resolving a service-related incident or request; (iii) access to Client’s personnel, hardware, and any additional systems involved in discovering the problem, as needed; and (iv) providing proper notice of Languagers’ non-compliance with any Product or Service warranty in accordance with the Agreement and sufficiently detail the non-compliance in a manner that allows Languagers to properly assist with the remediation. Languagers will not be responsible for delays in remediation caused by Client’s failure to respond to requests by Languagers. Client understands that Languagers’ Product and Services are non-mission critical to Client’s business.
Support Hours
Our technical support is available via email ([email protected]) and via phone at 800-527-3001. Languagers’ email and phone coverage hours are 24 hours daily and 365 days.
Initial Response Times
In support of services outlined in this SLA, Languagers will initially respond to service-related incidents and/or requests submitted by Client within the following time frames:
- Within 120 minutes for issues classified as High Priority.
- Within 24 business hours for issues classified as Medium Priority.
- Within 36 business hours for issues classified as Low Priority.
“High Priority”: Complete failure of platform or the complete unavailability of core functionality such as over the phone and video remote interpreting.
“Medium Priority”: Impacted operations, core operations such as user and admin login operational but functionality impaired or requiring workarounds to achieve documented operation.
“Low Priority”: Inconvenience due to operations not performing as defined or at a significantly degraded speed.
SMS Contact
Client agrees to opt in to receive SMS messages for emergencies.