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<br />~^~~ TELELANGUAGESM SERVICES AGREEMENT
<br />TERM AND TERMINATION: This Agreement will become effective on the date of the last signature and will continue in effect until
<br />terminated by one or both parties. Services will be available when Customer has been assigned a Customer ldentification Number.
<br />Either party may terminate this contract by giving the other party written notification at least thirty (30) days in advance of termination.
<br />Customer agrees to pay for all services performed through the date of termination.
<br />AUTHORIZED USAGE OF SERVICES: A. Customer agrees to be fully and solely responsible for all services and charges obtained
<br />using its Access Number whether or not authorized. Customer can obtain a new Access Number at any time upon request. B.
<br />Customer shall use interpretation services only for its own internal purposes and shall not re-sell services obtained under this contract.
<br />C. Customer agrees to hold harmless TELELANGUAGE from all claims and actions resulting from the content and illegal usage of
<br />interpretation services. TELELANGUAGE interpreters shall not for any reason be used for illegal or improper purposes. Customer shall
<br />not at any time contract, or attempt to contract or hire away any interpreter from TELELANGUAGE.
<br />INVOICES, CHARGES AND PAYMENTS: A. The rates and charges on page one shall be applied to all services rendered.
<br />TELELANGUAGE shall give customer at least 30 days written notice of any rate increase. B. TELELANGUAGE shall invoice
<br />Customer monthly for all services requested using Customer's Access Number. C. Customer shall make payment within 30 days from
<br />the date of invoice. Payments may be made by personal/company check or credit card. TELELANGUAGE accepts Visa, MasterCard,
<br />American Express and Discover. A finance charge may be assessed on all unpaid balances outstanding over thirty (30) days at the
<br />lesser of eighteen percent (18%) per annum (1-1/2% per month) or the maximum amount permitted by law. After 60 days from the date
<br />of invoice, TELELANGUAGE will refer all invoices to collections. A$50.00 charge will be assessed on all invoices referred to collection.
<br />D. Customer agrees that any restrictive endorsements, releases of other statements on or accompanying checks or other payments
<br />accepted by TELELANGUAGE Services shall have no legal effect.
<br />CONFIDENTIAL INFORMATION: A. TELELANGUAGE shall take reasonable measures to ensure that all communications, which are
<br />interpreted, remain confidential, whether the interpreter is an independent contractor or employee. In connection therewith, all
<br />interpreters used by TELELANGUAGE are required to sign a confidentiality agreement and pledge with regard to all calls and are
<br />aware of treating all customer communications as confidential. Each party's respective obligations shall survive the expiration or
<br />termination of this Agreement. B. In the event that either party receives a court subpoena, request for production of documents, court
<br />order or requirement of a govemment agency to disclose any Confidential Information, the recipient shall give prompt written notice to
<br />the other party so that the subpoena, request for production of documents, order or requirement can be challenged or limited in scope
<br />by Customer or Company, as appropriate.
<br />INDEPENDENT CONTRACTOR: The parties agree that TELELANGUAGE's relationship to Customer is that of an independent
<br />contractor and that nothing contained in the Agreement shall be construed as creating any other type of relationship. TELELANGUAGE
<br />may employ such arrangements, as it deems appropriate with respect to the performance of the Services. Employees and interpreters
<br />of TELELANGUAGE are not employees or agents of Customer in any respect. TELELANGUAGE is responsible for the payment of
<br />compensation to its employees and interpreters and for the withholding and remittance of all federal, state or municipal taxes related
<br />thereto.
<br />INDEMNIFICATION: TELELANGUAGE shall indemnify and hold Customer harmless from any claim, action or expenses resulting from,
<br />and to the extent of, the gross negligence of TELELANGUAGE; provided, however, that: (a) TELELANGUAGE's aggregate liability to
<br />the Customer for any such claim shall be limited to the lesser of: (i) the amount paid by the Customer within the previous 6 months for
<br />the Services, or (ii) $5,000.00 and (b) in no event will TELELANGUAGE be liable for loss of revenue or profit or for incidental,
<br />consequential, or punitive damages claimed by or on behalf of Customer or its officers, agents, employees, directors or representatives.
<br />No action may be brought by either party more than two (2) years after the cause of action has accrued.
<br />SEVERABILITY: If any provision of this Agreement shall be construed to be illegal or invalid, the illegal or invalid provision shall be
<br />reformed to the extent possible to give its intended effect and/or meaning and all remaining provisions hereof shall continue in full force
<br />and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party.
<br />WAIVER: No waiver of any provisions of this Agreement shall be effective unless made in writing. No waiver of any breach of any
<br />provision of the Agreement shall constitute a waiver of any subsequent breach of the same or any other provision of this Agreement.
<br />Failure to enforce any term of the Agreement shall not be deemed a waiver of future enforcement of that or any other term.
<br />~~~/k~~NING LAW: This Agreement shall in all respects be construed in accordance with and governed by the laws of the state of
<br />fJ ~' 'R without regard to its conflict of laws rules.
<br />ARBITRATION: ' ,
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<br />LIMITATION OF LIABILITY: TELELANGUAGE makes no re~tio~n, warranty, or guaranty, express or implied, conceming the
<br />services, including but not limited to the availability or timeliness of the perFormance of any service. TELELANGUAGE's liability, if any
<br />arising as a result of any breach of this Agreement or otherwise, is expressly and specifically limited to the cost of any phone call or
<br />service in question. In no event shall either party be liable to the other party for any consequential, indirect, punitive, incidental or
<br />special damages, whether or not foreseeable or unforeseeable.
<br />ADDITIONAL TERMS: A. TELELANGUAGE and Customer shall be excused from any act, omission or obligation to perform under this
<br />Agreement when such failure or default is caused by an act of God, fire, earthquakes, floods, strikes or labor disputes, war, riot,
<br />insurrection or other causes beyond its reasonable control. B. All notices provided in connection with this agreement shall be in writing
<br />and shall be delivered by registered mail to the address listed on page 1. C. Other than specifically authorized; this agreement may not
<br />be amended, modified or supplemented at any time except in writing signed by the parties. D. These two pages constitutes the entire
<br />agreement befinreen the parties pertaining to the subject of this Agreement and supersedes all prior writings, conversations,
<br />understandings and agreements. ~
<br />Initial ~ ~~~~~
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