Client User Agreement

IMPORTANT – READ CAREFULLY

THIS CLIENT USER AGREEMENT (TOGETHER, WITH ALL SCHEDULES, ALL OF WHICH AS AMENDED FROM TIME TO TIME, THE “AGREEMENT”) IS A LEGAL AND BINDING CONTRACT BETWEEN YOU AS THE “CLIENT” AND LANGUAGES IN MOTION LTD. (“LiM”). THE AGREEMENT GOVERNS CLIENT’S ACCESS TO AND USE OF THE “PLATFORM” AND THE DELIVERY OF “SERVICES” (EACH AS DEFINED BELOW).

PLEASE READ THIS AGREEMENT CAREFULLY.  BY INSTALLING AND USING OR ACCESSING THE PLATFORM, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND, ACCEPT AND AGREE TO BE BOUND BY THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, LiM WILL IMMEDIATELY DISABLE CLIENT’S ACCESS TO THE PLATFORM AND DE-ACTIVATE CLIENT’S ACCOUNT.

CLIENT IS RESPONSIBLE FOR ENSURING THAT ALL “AUTHORIZED USERS” (AS DEFINED BELOW) ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

LiM 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 POSTED ON LiM’S WEBSITE OR OTHERWISE THROUGH CLIENT’S USE OF THE PLATFORM AT ANY TIME AFTER SUCH MODIFICATIONS ARE MADE.

1. DEFINITIONS

1.1 “access” with respect to the Platform, means either a password provided to you by LiM or registration made by you, in each case that allows an Authorized User to use the Services.

1.2 “Authorized User” means an individual, employee, agent or contractor of Client, or other Person authorized by Client, and for whom Client shall be responsible, who accesses, makes use of or uses, the Platform and the Services in the ordinary course of business and not for the purposes of development for commercial resale or distribution or sublicensing to third parties.

1.3 “Client” shall mean you and your Authorized Users.

1.4 “Client Software” shall mean the components of the Client’s software that interface with the Platform, any mobile applications of the Platform downloaded by the Client and all Software installed or accessed by Client at https://lim.interpretmanager.com/ and languagesim.com

1.5 “Network” means LiM’s network of interpreters as further described in Section 3.

1.6 “OPI” shall mean over-the-phone interpreting.

1.7 “OSI shall mean On-site interpreting.

1.8 “VRI” shall mean video remote interpreting.

1.9 “Person” means any individual, corporation, partnership, joint venture, association, organization, trust, trade union, governmental body or other legal entity.

1.10 “Platform” means collectively, LiM’s website, Software, Services and access to the Network.

1.11 “Services” means LiM’s web-based interpretation services and all applications and Software relating thereto and all components thereof, including all media, printed materials, online or electronic documentation and any copies or modifications provided to you by LiM or accessed by you in the LiM Network.

1.12 “Software” shall mean, collectively, all software provided by LiM, each separate component of the foregoing, and any updates, upgrades or enhancements to any of the foregoing, whether provided to you by LiM via the Internet, email or any other means.

2. GRANT OF USE

(A)  CLIENT PLATFORM USE. Client’s acceptance of the invitation email to the software or after filling out the LISA Account Creation form available online https://www.languagesim.com/lisa/lisa-client-registration/ enables use of the Platform. In consideration of your acceptance, LiM grants to you a personal, non-exclusive, revocable, non-transferable right to access the Platform and use the Services internally for the purposes and in accordance with the terms set forth in this Agreement.

Client’s access to the Platform and the Services are at the discretion of LiM. Client reserves the right to cancel the use of the Platform and Services with LiM at any time with 30 days’ notice of cancellation. LiM reserves the right to terminate Services for the Client for any reason with a 30 day notice.

(B) PLATFORM AND USER RESTRICTIONS.  Notwithstanding anything to the contrary herein, the use of the Platform is subject to the following restrictions:

(i)   Representations.  Client shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access or otherwise use the Platform, including modems, hardware, software, and long distance or local telephone service. Client shall be responsible for ensuring that such equipment or ancillary services are compatible with the Platform.

(ii)  Derivative Works.  Client may not modify or make derivative works of the Platform, the documentation thereof, or any other component that may be included in the Platform or provided with the Platform, nor rent, lease or otherwise distribute the Platform or the documentation thereof.

(iii)  Transfer of Rights.  Client shall not assign, sublicense, rent or otherwise transfer Client’s access and use rights under this Agreement to the Platform.

(iv)  Reverse Engineering and Platform Development. Client may not reverse engineer, decompile, or disassemble the Platform, directly or indirectly, in whole or in part. The Platform shall only be used in accordance with this Agreement and shall not be used for any other purposes.

(v) Ownership.  All worldwide ownership of and all rights, title and interest in and to the Platform, and all copies and portions thereof, including all copyrights, patent rights, trademark rights, trade secret rights, inventions and other proprietary rights therein and thereto, are and shall remain exclusively in LiM and its partners. The only rights Client acquires under this Agreement are the Platform User rights set forth in this Agreement.

(vi) Other Restrictions.  Client may not use the Platform to:

(a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(b) conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail or multi-level marketing campaigns;

(c) publish, post, distribute, disseminate or link to any: (i) defamatory, infringing, or unlawful topic, name, material or information; (ii) software or other material protected by intellectual property laws, copyright, rights of privacy or publicity, or other proprietary rights, unless you own or control such rights or have received all necessary consents for your use of such software and other materials;

(d) harvest, collect or aggregate user names or email addresses for any purpose;

(e) restrict or inhibit any other user from using and enjoying its rights with respect to LiM or its website, interfering with or disrupting the LiM website, the Services or the Network; or

(f) violate any applicable government laws, rules or regulations.

3. LiM PROFESSIONAL INTERPRETER NETWORK

The Platform enables clients to use mobile applications, landline phones or LiM’s website portal provided as part of the Services to access on-demand interpretation services of directly contracted interpreters with LiM and with third party providers of such services, including independent third party interpretation service providers under agreement with LiM or LiM’s affiliates (“Backstop Providers”) as part of LiM’s Network. Backstop Providers reserve the right to decline interpretation services to a LiM customer contacted through the Platform. LiM works with Backstop Providers in the Network to ensure that they meet LiM’s minimum quality standards. For more information about the Network, please reference the document entitled “Professional Interpreter Network” available here: https://www.languagesim.com/professional-interpreter-network/

LiM reserves the right to change and update the list of supported languages for OSI, OPI and VRI services at any time. For a list of the Network’s supported languages please visit: https://www.languagesim.com/languages/

4. FEES

Client must pay the fees specified in the then current Interpreting Services Price List or as otherwise advised by LiM. LiM agrees to provide Client with 30 days’ notice of any change to the amount of any fee. Failure to pay such fees on time will result in the enforcement of any or all rights of LiM set out in this Agreement or otherwise, including a shutdown of Client’s account and access to the Platform.

5. USE OF THE PLATFORM AND LiM WEBSITE AND SERVICES

LiM has no special relationship with or fiduciary duty to Client. Client acknowledges that LiM has no control over, and no duty to take any action regarding: what Client accesses via LiM or its website; the effect of any  content Client accesses from LiM’s website; how Client may interpret or use the content; or what actions Client may take as a result of having been exposed to the content. Client is solely responsible for Client’s activities in using the LiM website, Platform and other Services, including the activities of your employees, contractors, agents and all Persons that the Client allows to have access to the LiM website and Platform. Client is solely responsible for the contents, modification, management and/or deletion of any and all files and data used by Client in conjunction with the Platform. Further, Client is responsible to ensure that such files and data are not used in conjunction with the Platform in violation of any law, rule or regulation, or copyright, trademark or other proprietary right or any other right of any third party. LiM may access Client’s account, including its data, to respond to service and/or technical problems or as stated in this Agreement. Client, not LiM, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all data stored in Client’s account. Furthermore, LiM shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.

6. THIRD PARTY PLATFORM

The Platform may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”). Client acknowledges and agrees that its right to use such Third Party Software as part of the Platform is subject to and governed by the terms and conditions of the open source or third party license(s) applicable to such Third Party Software, including any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control only with regard to Client’s use of such Third Party Software. In no event shall the Platform or components thereof be deemed to be “open source” or “publically available” software.

7. FEEDBACK MECHANISM; SHUTDOWN MECHANISM

The Platform is equipped with a feedback mechanism that allows LiM to review Client’s and its Authorized Users use of the Platform and communicates activity involving use of the Platform back to LiM.  LiM reserves the right to use such data to evaluate the Platform usage and for any purposes which LiM deems useful or appropriate. Client agrees that LiM may collect and use technical data and related information, including technical information about your system, application software and peripherals that is gathered periodically to facilitate the provision of Platform updates, product support and other Services related to the Platform. The Platform is also equipped with a shut-down mechanism by which LiM may shut down Client’s and its Authorized Users’ use of the Platform. LiM reserves the right to use this shut-down mechanism at any time if Client or any of its Authorized Users breach this Agreement, Client or its Authorized Users use the Platform in ways not permitted by this Agreement, and/or if Client fails to pay the applicable fees as required.

8. ACCESS RESTRICTION

LiM reserves the right to deny to Client, any Authorized User or other Person, in its sole discretion, access to the Platform or any portion thereof without notice. Client is responsible for safeguarding the confidentiality of password(s) and user name(s) created by Client and its Authorized Users for use with the Platform, and for any use or misuse of the Client’s LiM account resulting from any third party using a password or user name created by Client or any of its Authorized Users.  Client shall be solely responsible for securing its data.  LiM shall in no event be liable for any unauthorized access to any data stored using the Platform or LiM website.

9. WARRANTY DISCLAIMER

THE PLATFORM, THE LiM WEBSITE AND ALL OF THE CONTENTS THEREOF ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, AND LiM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, WITH RESPECT TO THE PLATFORM, THE LiM WEBSITE AND ALL CONTENTS THEREOF, THE ACCOMPANYING DOCUMENTATION, AND ANY ACCOMPANYING SUPPORTING MATERIALS OR OTHER MATERIALS RECEIVED FROM OR ON BEHALF OF LiM AND/OR ANY AFFILIATE, AGENT, RESELLER, DEALER, DISTRIBUTOR, EMPLOYEE, CONTRACTOR OR REPRESENTATIVE OF LiM. CLIENT EXPRESSLY ACKNOWLEDGES THAT THE WEBSITE AND/OR THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NO AFFILIATE, CONTRACTOR, EMPLOYEE, AGENT, RESELLER, DEALER OR DISTRIBUTOR OR REPRESENTATIVE OF LiM IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY OR TO MAKE ANY ADDITIONAL WARRANTIES. SOME PROVINCES OR STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE, STATE TO STATE OR JURISDICTION TO JURISDICTION.

10. LIABILITY DISCLAIMER

LiM SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES. CLIENT IS SOLELY RESPONSIBLE FOR CLIENT’S USE OF THE PLATFORM AND/OR LiM WEBSITE, INPUTS INTO THE PLATFORM AND/OR LiM WEBSITE, VERIFYING THE RESULTS OF THE USE OF THE PLATFORM AND/OR LiM WEBSITE AND HOW THE OUTPUT FROM THE PLATFORM AND/OR LiM WEBSITE IS USED BY CLIENT AND ITS CLIENTS.  IN NO EVENT SHALL LiM BE RESPONSIBLE OR LIABLE TO CLIENT, ITS CLIENTS OR ANY THIRD PARTY FOR ANY LIABILITY ARISING OUT OF INSTALLATION OR USE OF THE PLATFORM OR LiM WEBSITE, WHETHER BY CLIENT, CLIENTS, USERS WITHIN CLIENT’S OR CLIENTS’ ORGANIZATIONS, OR OTHER AUTHORIZED USERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LiM BE LIABLE OR OBLIGATED TO CLIENT OR ITS CLIENTS IN ANY MANNER FOR ANY SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST DATA OR PROGRAMS, PRIVACY OF DATA OR PROGRAMS, UNAUTHORIZED ACCESS TO DATA OR PROGRAMS, BUSINESS INTERRUPTIONS, LOST PROFITS AND LOST REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF LiM IS AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.  BECAUSE SOME PROVINCES OR STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, LiM SHALL NOT BE LIABLE TO CLIENT OR ITS CLIENTS IN AN AGGREGATE AMOUNT GREATER THAN $15,000 OR THE AMOUNT THAT CLIENT HAS PAID LiM TO DATE, WHICHEVER AMOUNT IS LESS. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT.  THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11. INDEMNIFICATION

Client agrees to defend, indemnify and hold harmless LiM, 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 (including legal fees on a solicitor and own client basis) arising from (a) installation or use of the Platform or LiM website by Client or its Authorized Users, including claims relating to loss or confidentiality of data or programs (b) any violation by Authorized Users of any warranty, representation or covenant under this Agreement, (c) Authorized Users violation of any third party rights, including infringement of any copyright, trademark or patent right, violation of any other proprietary right and invasion of any privacy or publicity rights, and/or the use or misuse of Client’s LiM account or any third party using Client’s password(s) and/or user name(s). These obligations will survive any termination of this Agreement or Client’s relationship with LiM.

12. TERMINATION

The use of the Platform granted herein is effective until this Agreement is terminated. This Agreement shall terminate immediately, without notice, in the event Client (i) fails to comply with any of the terms and conditions set forth in this Agreement, (ii) ceases doing business, is or is declared bankrupt or insolvent, or has proceeding commenced for its bankruptcy or insolvency, (iii) does not make any payments due within 45 days of the applicable due date, or (iv) ceases using the Platform and notifies LiM thereof. LiM reserves the right to refuse to provide any Services or deny Platform access to anyone at its sole discretion and to terminate this Agreement upon 30 days’ written notice. LiM will not and is not obligated to refund any part of the payment made by Client. Upon termination of this Agreement, Client must immediately (i) destroy all copies of the Software and the LiM website documentation in Client’s possession, or (ii) return the Software and documentation according to the instructions of LiM.

13. TRADEMARKS

All trademarks, service marks, designs and logos used by LiM in connection with the Platform, the Services and the LiM website are the trademarks or registered trademarks of LiM.  All other trademarks and/or service marks are the property of their respective owners.

14. COPYRIGHT MATTERS

LiM respects the intellectual property of others, and we ask Client to do the same. We reserve the right to disable the accounts of the Client and users who we believe to be infringing or otherwise violating the intellectual property, proprietary or other rights of third parties and to remove any such infringing materials. If you believe that your copyrighted work has been copied and is accessible on the LiM website in a way that constitutes copyright infringement, please notify LiM by email at admin@languagesinmotion.com, by regular mail at #300, 404 6th Ave SW Calgary, AB Canada T2P 0R9 and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (c) identification of the URL or other specific location on the LiM website where the material that you claim is infringing is located; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. You hereby agree that you shall not assert any claim against LiM or its officers or directors or employees with respect to such content unless and until: (1) You have fully completed the process set forth above; and (2) LiM has failed to remove the offending content within thirty (30) days after such notification without a reasonable explanation for its failure to do so. It is LiM’s policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied, displayed or distributed by any of LiM’s advertisers, affiliates, content providers, members or users; and (2) remove and discontinue Services to repeat offenders.

15. OVER THE PHONE INTERPRETING (OPI) AUDIO RECORDING

LiM has the ability to record audio of OPI calls placed on the Platform.  By default, LiM does not record any calls through the Platform, and we will only enable the recording feature by request.

If you would like your organization’s OPI calls through the LiM Platform Recorded, you must fill out a Recording Request Form Here: https://www.languagesim.com/call-recording-request-form/

Call Recordings will be stored in the LiM Cloud for 60 or 90 days (depending what retention period is chosen). These call recording files will be automatically deleted from the LiM Cloud after the retention period. If a Client is using the call recording feature and would like to retrieve a recording file for a specific call, you must email a request with specific Call IDs needed to support@languagesim.com and the file will be retrieved for you within a 1-5 business day period.

Note that additional call rates will apply for any calls that are recorded. LiM does not record VRI (Video calls).

16. GENERAL

The headings in this Agreement are inserted for convenience and do not affect the interpretation of any provision of this Agreement.  All references to Article, paragraph or section numbers herein are references to such numbers in this Agreement unless otherwise stated. Words importing the singular number will include the plural and vice-versa, and words importing the masculine gender will include the feminine gender and neuter gender and vice versa. In this Agreement, the term “including” shall be construed to read “including, without limitation” to any of the words that follow “including” in the same sentence.

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 LiM and your duly authorized representative. All prior representations, understandings and agreements between the parties regarding the subject matter hereof, whether written or oral, expressed or implied, are superseded and shall be of no effect.

This Agreement shall be governed and interpreted according to the laws of Alberta and the laws of Canada applicable therein.  The parties submit to the exclusive jurisdiction of the courts of Alberta, sitting in Calgary, without regard to the conflicts of law rules or principles of such court.

Client acknowledges that a breach of this Agreement will cause irreparable and continuing damage to LiM for which money damages are insufficient, and LiM shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate). In the event of litigation between Client and LiM concerning the Platform or any other item which is subject to this Agreement, the prevailing party in the litigation will be entitled to recover its legal fees and expenses from the other party on a solicitor and own client basis. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.  If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. Client agrees that the Platform will not be shipped, transferred or exported into any country or used in any manner prohibited by applicable law. No waiver by LiM of any breach or default by Client of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

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