Terms of Service
In addition to helpful and accurate translation support, here's what to expect while working with Language Network.
The services are provided by Language Network, Inc. located at 5225 Canyon Crest Dr, Ste 254, Riverside, CA, 92507, United States By using our service, you are agree to these terms. Please read them carefully.
1. About these Terms and Conditions. These general terms and conditions (“Terms and Conditions”), and any request for services, to the extent confirmed in writing by Language Network, Inc (“Language Network, Inc”), represent the entire agreement (the “Agreement”) made by and between Language Network, Inc and the person or entity requesting services from Language Network, Inc (the “Client”). These Terms and Conditions may not be supplemented, modified or amended except by written agreement signed by both the Client and Language Network, Inc Any terms and conditions of the Client’s purchase order or other forms or communications additional to or varying from those of this Agreement shall not be binding on Language Network, Inc unless specifically agreed to in writing by Language Network, Inc
2. Requests. Each request for services to be provided by Language Network, Inc (a “Request”) must be made in writing by the Client, and must be confirmed in writing by Language Network, Inc. No Requests, offers or terms and conditions shall be binding on Language Network, Inc unless and until, and except to the extent they are confirmed in writing by Language Network, Inc There shall be no binding contract and no obligation of any kind on Language Network, Inc until issuance of written confirmation thereof by Language Network, Inc.
3. Intended Use of Work; Specifications. The Client shall clearly and specifically indicate the purpose and intended use of any work requested from Language Network, Inc, as well as any other specifications regarding the services to be delivered by Language Network, Inc, all of which must be agreed to in writing by Language Network, Inc (the “Specifications”). Specifically, and without limitation, the Client shall indicate in the Specifications whether any documents submitted to Language Network, Inc for translation purposes will be used as or in bids and tenders, any legal actions, including but not limited to court documents, letters rogatory, depositions, etc., contracts of any nature, advertising, printing or publication. The Client shall also make known to Language Network, Inc any certification requirements upon making the request and all other circumstances wherein the services to be provided have a direct relation to life and death consequences, i.e. medical technology, service and operation manuals for machinery and industrial/agricultural equipment, tools, government security clearance, etc. It is understood and agreed that the service(s) to be provided by Language Network, Inc and/or the translations or other work product to be delivered by Language Network, Inc to the Client or its designees (collectively, the “Deliverables”) shall be suitable only for the specific use and purpose disclosed by the Client and set forth in the Specifications, and Language Network, Inc shall have no obligation to produce a translation suitable for any other use or for any other purpose or in any context not specifically disclosed and described by the Client. The Client understands and acknowledges that no Deliverables can be certified as accurate or suitable with respect to any use or purpose or in any context except that specifically described by the Client.
4. Fees. Unless otherwise agreed in writing by Language Network, Inc, all fees for services provided by Language Network, Inc hereunder are payable in full, in United States dollars, upon receipt of invoice [within 30 days of] the delivery or provision thereof. At the Client's request, Language Network, Inc shall provide a written estimate of its fees upon review of the Specifications and any source materials or other documentation provided by the Client. The Client shall pay Language Network, Inc such deposit as may be requested by Language Network, Inc in writing, prior to commencement of the assignment.
The Client understands and agrees that any change in the Specifications after the acceptance of an estimate by Language Network, Inc may result in delays in the provision of the Deliverables and/or additional fees, even if the scope of the project in question is narrower as a result of such change in Specifications. Language Network, Inc reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final source materials to be translated. Unless otherwise agreed in writing by Language Network, Inc, the Client is liable to Language Network, Inc for payment in full of Language Network, Inc's invoice for the Deliverables, whether or not such invoice amount exceeds the amount provided by Language Network, Inc in its written estimate, provided that any variance is explained in Language Network, Inc’s invoice.
5. Reimbursable Expenses; Delivery and Shipping. In addition to the amount to be paid to Language Network, Inc as compensation for its work, the Client shall reimburse Language Network, Inc for its reasonable out-of-pocket expenses and disbursements (“Disbursements”) incurred in connection with performance of the work for the Client, including without limitation, delivery and shipping costs for third party service providers such as courier services, Federal Express, UPS, US Postal Service, other express delivery services, and any insurance fees deemed necessary or appropriate by Language Network, Inc, as well as long-distance telephone or telefax charges incurred on the Client’s behalf. All such Disbursements shall be invoiced by Language Network, Inc to the Client at cost plus handling charges at Language Network, Inc’s normal rates. Language Network, Inc shall incur no liability for lateness, negligence, or direct or indirect damages due to delays or failure to deliver by such third party service providers.
6. Credit References & Payment Terms. If deemed necessary by Language Network, Inc, all first-time clients shall submit verifiable credit references before Language Network, Inc will proceed with a Request. If adequate credit references cannot be provided, all work must be paid for in advance. Language Network, Inc may, at its discretion, require deposits or COD payment for certain projects. Unless otherwise specifically agreed in writing, under no circumstances will Language Network, Inc extend credit for more than a maximum of 30 days from the date of the invoice. Any invoice outstanding and unpaid for more than 30 days shall be considered delinquent, and interest shall accrue on all balances outstanding for more than 25 days at the lower of (i) 1.5% per month (18% per annum) or (ii) the highest rate allowed by law. [In addition to interest accruing on outstanding balances, Language Network, Inc shall also invoice a late payment handling charge of $25.00 to be billed with each reminder statement mailed to the Client in monthly intervals.] The Client agrees that any and all fees, costs and expenses, including without limitation reasonable attorney’s fees and disbursements (“Collection Costs”) incurred by Language Network, Inc in connection with collection attempts shall be paid by the Client. Any such Collection Costs shall be due and payable to Language Network, Inc upon the Client’s receipt of Language Network, Inc’s invoice to the Client therefore.
7. Revision of Translation-Related Deliverables. The Client agrees to promptly review the translation-related Deliverables upon receipt thereof and to notify Language Network, Inc within seven (7) business days of any errors or omissions in such Deliverables. Language Network, Inc agrees to rectify the following without charge within a reasonable period of time: outright mistranslation, omission, typo, grammatical mistake, or non-adherence to any approved glossary (“Non-Subjective Errors”). Language Network, Inc’s sole obligation with respect to such Non-Subjective Errors is the obligation to correct the Deliverable at no cost to Client, provided that the Client gives notice of such errors to Language Network, Inc within seven (7) business days of Client’s receipt of the Deliverables. Failure to raise an objection within this period shall be considered as approval of the work as delivered. All changes requested by the Client other than non-subjective errors or omissions will be subject to additional charges. Language Network, Inc shall not be responsible for alterations to Language Network, Inc’s work made by any other person acting on behalf of the Client or any third-party.
8. Employees & Subcontractors; Non-Circumvention. The Client agrees that the Client shall not solicit or retain, either directly or indirectly, any employee, translator, interpreter, or other personnel contracted or supplied by Language Network, Inc (collectively referred to as “Language Network, Inc’s Agents and Independent Contractors”) to provide services for the Client other than by submitting the desired work to Language Network, Inc In the event of any breach of this provision by the Client, without limiting any other remedy which may be available to Language Network, Inc, the Client shall owe to Language Network, Inc as a referral fee, 100% of any and all amounts paid by Client to any of Language Network, Inc’s Agents and Independent Contractors with respect to any services performed for the Client by any of Language Network, Inc’s Agents and Independent Contractors, other than by or through Language Network, Inc, at any time within two years after the date of the Client’s most recent Request made to Language Network, Inc
9. Copyrights. Final release of copyrights or other intellectual property rights for translations in printed or electronic form, any audio or video recordings, computer files or graphics, shall only be issued after payment in full of all outstanding balances of the invoice amount, fees and Disbursements due to Language Network, Inc, including interest and any possible Collection Costs.
10. Retention of Source Materials and Work Product. Language Network, Inc reserves the right to retain file copies of all source materials and any work product contained in any of the Deliverables, but shall have no obligation to do so unless otherwise agreed in writing by Language Network, Inc Language Network, Inc shall have no obligation to comply with any request by the Client for source materials or Deliverables more than [six (6) months] after the date of first delivery of the Deliverables to the Client or its designee; provided that Language Network, Inc may search for and provide such source materials and/or Deliverables upon the payment of an additional fee to Language Network, Inc to be agreed upon in advance.
11. Cancellation Policy. All cancellations of services contracted by the Client require written notice to Language Network, Inc For services related to translation, interpretation and/or transcription, any cancellation of work already begun will incur a cancellation fee to be determined by the work already performed, in the amount of that portion of the total estimated cost allocable to the work already performed, plus all costs and Disbursements, of any kind, incurred in connection with the services contracted or the performance of work thereunder. This may include billing for work performed up to the time of cancellation, additional administrative or research time, rush fees, and project-specific expenses. For services relating to interpreting, voice-overs or other audio/video services, all such services shall be subject to a cancellation notice period of at least [two (2) days] prior to the earliest time and date set for such work. In the event of such cancellation with required notice, the cancellation fee shall be [0%] of the quoted amount for the service contracted. In the event of such a cancellation without giving the required notice, the cancellation fee shall be [100%] of the quoted amount. In addition to any applicable cancellation fees, the Client shall reimburse Language Network, Inc for all costs, expenses and Disbursements incurred in connection with the service contracted, including without limitation any and all Disbursements, additional fees, or additional charges incurred towards any third party, including but not limited to equipment providers or audio or video recording facilities booked by Language Network, Inc for that specific project, whether as a consequence of such third party’s cancellation or booking policies or otherwise. The Client agrees to pay the fees described in this section as liquidated damages (and not a penalty) in the event the Client cancels any Request, in whole or in part, for any reason.
12. Limitation of Liability; No Warranties. In performing its services, Language Network, Inc endeavors to produce accurate, idiomatic translations of the highest quality. Notwithstanding the foregoing, the Client understands and accepts that words and phrases in different languages rarely have an exact correlation, and that no liability is assumed by Language Network, Inc for any actual or alleged lack of nuance or impact, in particular, and without limitation, as these may relate to expressiveness of a text and its suitability for use by the Client in any particular activities. The Client agrees that Language Network, Inc’s sole and exclusive liability with respect to the text of any translation-related Deliverables shall be to correct Non-Subjective Errors as set forth in Section 7 above. EXCEPT AS SET FORTH ABOVE, Language Network, Inc makes no warranties of any kind, WHETHER express, implied, OR STATUTORY, including without limitation any warranties of merchantability, fitness for a particular purpose, or otherwise, except only as may be contained in such written certification that Language Network, Inc may deliver to the Client at the time of delivery of the Deliverables. Language Network, Inc shall be under no obligation to provide any such certification unless, and except only to the extent, as specifically agreed in the written confirmation of the Client’s Request delivered by Language Network, Inc to the Client. Language Network, Inc shall under no circumstances be liable for any losses, claims, causes of action, expenses, judgments, or damages of any nature or kind, including without limitation special, direct, indirect, incidental or consequential damages or loss of profit or income (collectively, the “Claims”), exceeding the lesser of the invoice amount or the replacement value of the work performed by Language Network, Inc, and REGARDLESS OF WHETHER Language Network, Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS. this limitation shall apply whether such alleged Claims may be due to dispute, inadequate guidelines, faulty specifications, failure to respond to inquiries, negligence, scheduling, third party service provider failure, wars, riots, acts of God or nature, or any other cause. Notwithstanding the foregoing, under no circumstances shall Language Network, Inc be liable for any delay in delivering or providing Deliverables if such delay results, directly or indirectly, from (a) the failure or inability of the Client to provide Language Network, Inc with the fee deposit, as well as complete and/or legible copies of any documents or other materials necessary for the provision of the Deliverables, if applicable, (b) the failure of the Client to timely comply with any other obligation or to timely provide any other materials or information needed for the preparation and/or provision of any Deliverables, or (c) instances of force majeure or any other reason beyond the control of Language Network, Inc
13. Client Warranties; Indemnification. The Client represents and warrants that (a) the Client owns or has obtained all necessary rights, title and interest, in and to the source material(s) to be translated or otherwise worked on by Language Network, Inc, including and without limitation all applicable copyrights, trademarks or service marks, or licenses thereunder, with respect to written materials or designs; the rights and titles for film and audio productions; and any necessary patent rights or license thereunder with respect to technical materials, and that (b) neither the provision of the Deliverables nor any other service to be performed by Language Network, Inc with respect to such material(s), or any copying in connection therewith, will infringe or otherwise violate the rights of any third parties. The Client shall defend, indemnify and hold Language Network, Inc harmless from and against (a) any Claims of any person or entity arising in connection with any challenge to the Client’s rights to, or use of, the above material(s), any allegation or infringement or violation of a third party’s rights, or any other circumstances calling into question the accuracy and truth of the Client’s representations and warranties above, whether or not such challenge or allegations are ultimately successful in legal proceedings, and (b) any and all costs, expenses, attorney’s fees and disbursements, losses and damages of any kind incurred by Language Network, Inc as a consequence of or in connection with such Claim, whether or not Language Network, Inc was named as a party to any action or proceeding in connection therewith.
Furthermore, The Client agrees to defend, indemnify and hold Language Network, Inc harmless from and against the full amount of any Claims, whether direct or indirect, incidental, or consequential, to the extent such Claims are caused by or result from (a) the Client’s use of any Deliverables for purposes other than such Deliverables were intended or for a specific purpose not previously communicated and agreed to by Language Network, Inc, and the Deliverables commissioned were not approved by Language Network, Inc in writing for such new and redefined use, (b) translations performed on a rush basis which may preclude editing and proofreading that would otherwise be considered prudent, (c) any documents, computer files, audio and video tapes, graphics or other property submitted by the Client to Language Network, Inc, which shall be at the Client’s risk, and (d) any illegal or libelous matter translated, printed, recorded or otherwise processed by Language Network, Inc on behalf of the Client, and/or any infringement or alleged infringement or violation of third party rights, including without limitation with respect to any trademarks, service marks, copyrights, patents, designs, trade secrets, or materials or information alleged to be of a confidential or proprietary nature.
14. Confidentiality and Terminological Data. Language Network, Inc undertakes to take reasonable measures to protect the confidentiality of the Client’s proprietary information, including any materials such as trade secrets, financial information, information relating to business, products, patent applications, litigation, customer lists, personal information or protected health information, to the extent that such materials are designated by the Client as “Proprietary and Confidential.” Nevertheless, it is understood and agreed that (a) in the course of its engagement by the Client, Language Network, Inc will be entitled to provide copies of any such Confidential or Proprietary materials to any and all of Language Network, Inc’s employees, agents, independent contractors, or other third party service providers, to the extent required, in Language Network, Inc’s judgment, to complete the work contracted for by the Client, and (b) Language Network, Inc shall have no responsibility for information that becomes available to the general public through no act or negligence on the part of Language Network, Inc
Unless otherwise agreed in writing, the Client’s proprietary and/or confidential materials shall not include, or be deemed to include, any terminological data or glossaries created or compiled by Language Network, Inc in the course of work for the Client, which data and/or glossaries shall remain the property of Language Network, Inc Language Network, Inc reserves the right to use such materials in any manner, including without limitation the performance of services for third parties [and the sale of such data or glossaries to publishers].
15. Applicable Law. These Terms and Conditions shall be governed in all respects by the laws of the United States of America, and by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within the State of California between residents thereof.
16. Dispute Resolution. [Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its then-prevailing Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be conducted in the English language in the City of Redlands, CA in accordance with the United States Arbitration Act.] Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Redlands, CA, as applicable, for any matter arising out of or relating to these Terms and Conditions, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Redlands, CA such personal jurisdiction shall be nonexclusive.
17. Notices. All notices or communications required or permitted to be given hereunder shall be in writing and shall be effective when transmitted, with machine generated transmittal confirmation, if sent by fax to the Client at its address or fax number in its Request or other correspondence, to Language Network, Inc, or to Language Network, Inc at its address or fax number shown on its confirmation of Request to the Client. A notice shall be deemed written if sent by email to the Client at its email address shown in its Request or other correspondence, or to Language Network, Inc, at its email address shown in its confirmation of Request to the Client, and such notice shall, unless contrary is proven, be deemed to be received on the day it was sent.
18. Modifications. No modification, amendment, supplement to or waiver of these Terms and Conditions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.
19. Waiver. No waiver by either party, express or implied, of any term, condition or obligation of these Terms and Conditions shall be construed as a waiver of any subsequent breach of any term, condition or obligation of these Terms and Conditions, whether of the same or a different nature.
20. Entire Understanding. These Terms and Conditions, and the terms of any written confirmation provided by Language Network, Inc to the Client, set forth the entire understanding of the parties as to the subject matter hereof, and supersede all previous understandings or agreements (whether written or oral) concerning the subject matter hereof.
21. Severability. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be severed from these Terms and Conditions with respect to the matter in question, and the remainder of the Terms and Conditions shall remain in full force and effect.
22. Publicity. Language Network, Inc may use the name of the Client in press releases, advertising and materials distributed to prospective customers, unless otherwise agreed by the parties in writing.
Last Modified: 6/1/19