Propio LS, LLC and its affiliates and subsidiaries (“Propio”) and the entity identified on the applicable Order Form (“Client”) agree that the terms and conditions shown below (the “Agreement”) will apply to services provided by Propio on the applicable transaction document that describes those services commencing as of the Effective Date, or if there is no date on the applicable transaction document, the Effective Date shall be the date of the last signature on the applicable transaction document.
1. Term & Termination. As of the Effective Date, this Agreement is binding for an initial term of three years. After the initial term, this Agreement will automatically renew for consecutive one-year periods, and Client agrees that continued use of Services is acceptance of a renewal subject to the terms of this Agreement. Either party may terminate this Agreement for convenience upon 90 days’ written notice to the other party. Client may terminate this Agreement if Propio remains in material breach of this Agreement 30 days after receipt of Client’s notice to Propio describing such breach with specificity. Propio may terminate this Agreement if (i) Client fails to pay any charge when due and such failure continues for seven days after receipt of Propio’s written notice, or (ii) Client remains in material breach of this Agreement thirty days after receipt of Propio’s notice to Client describing such breach with specificity. Any such termination shall not limit any other available right or remedy to a party.
2. Services, Fees & Payment Terms. Propio will provide Client certain interpreting, translation, or other language services (the “Services”) at the fees set forth the Rate Sheet. Payment is due within 30 days of the invoice date. Propio will send invoices to Client’s designated billing address shown above or to such other address as Client may specify in writing. Client agrees to submit any invoice disputes within 30 days of the invoice date. Propio shall not be considered liable for any dispute reported after 30 days from invoiced date. Starting on the payment due date, interest on any unpaid and undisputed fees will accrue at a rate of 1.5% per month or the maximum rate permitted by applicable law. Past due invoice(s) may result in Client’s account being placed on credit hold and/or discontinuation of services until the account is made current.
3. Use of Service. Client is responsible for all necessary rights to use any source materials provided to Propio to perform the Services, and Client will not use the Services in any manner that violates any applicable law or implementing regulation. Client will indemnify, defend and hold Propio harmless from any claim or action arising from or relating to Propio’s right to use source materials, Client’s unlawful use of the Services, and/or any costs, including attorneys’ fees, incurred by Propio in collecting any unpaid fees. All Services approved in writing by Client’s staff or through use of Propio’s designated media are billable, including without limitation Services accessed using Client’s unique credentials, and Client shall be fully responsible for fees resulting from approved Services. Services reasonably attributable to Client will be billable, even if the user is unable or unwilling to provide Client’s unique identifier. Absent Propio’s prior written approval, Client is responsible for maintaining the confidentiality of its platform credentials or phone number used to access the Services. Propio may temporarily suspend Client’s access to the Services to prevent wrongful use reasonably suspected by Propio for only as long necessary to resolve any such suspicions.
4. Limited Warranties. Propio will perform the Services in a professional manner in according with applicable industry standards. Propio makes no representation, warranty, or guarantee, express or implied, about the Services other than as stated in this Agreement, and specifically disclaims any warranty as to the availability of interpreters or translators at all times, and Propio specifically disclaims any warranty or condition of merchantability or fitness for a particular purpose. Client recognizes that over-the-phone consecutive interpretations may not be entirely accurate in all cases.
5. Limitation of Liability. For purposes of the limitation of liability set forth in this section, reference to a party includes its respective successors, directors, officers, employees, contractors, agents, representatives, and suppliers, and “damages” will refer collectively to all claims for injury, damages, losses or expenses incurred related to this Agreement. Except for Client’s payment obligations, third party intellectual property claims, and otherwise to the extent not prohibited by applicable law, each party’s aggregate liability to the other for damages arising from or relating to this Agreement shall be limited to $10,000 USD. This limitation shall apply regardless of whether the claim arises from contract, tort including but not limited to negligence, strict liability or in equity, and regardless of whether a party was advised of the possibility of such damages. Further, neither party will be liable for any indirect, punitive, special, incidental, or consequential damage in connection with, arising out of or relating to this Agreement (including loss of business, revenue, profits, use, data, or other economic advantages), however it arises, whether for breach or in tort, even if that party has been previously advised of the possibility of such damage. Liability for damages shall be limited and excluded even if any exclusive remedy provided for in this Agreement fails of its essential purpose.
6. Confidentiality. Confidential information shall mean information (i) that by its nature, is known or in good faith should be known a reasonable person to be confidential or proprietary in nature, or (ii) that a party designates in writing as confidential, but in either case shall not include information which through no act or omission of a party is or becomes generally known to the public or is learned independently of the relationship of the parties, or is designated in writing as not confidential. A party may only use the other party’s confidential information as required to exercise its rights or perform its obligations under this Agreement, and will not otherwise disclose any of the other party’s confidential information. Further, each party will treat the other party’s confidential information with the same degree of care as it does its own confidential information, but with no less than reasonable care. If Propio is required by legal process to disclose Client’s confidential information or suffer a legal censure or penalty, then Propio may disclose such information pursuant to that request or requirement without liability hereunder.
7. Intellectual Property. Each party shall retain their respective intellectual property and this Agreement is not meant to assign, transfer or license any intellectual property rights except by its express terms. Client is responsible for Propio’s right to any source material provided to Propio for written translation Services. Upon Propio’s receipt of all outstanding fees, written translations shall be “works made for hire” as that term is used in 17 USC § 101, and to the extent any written translations are not considered works made for hire, Propio irrevocably assigns all right title and interest it has in such translations to Client upon receipt of all outstanding fees.
8. Non-solicitation. For one year after the termination or expiration of this agreement, Client agrees it will not directly or indirectly solicit Propio’s workers, or otherwise interfere with the employment relationship between Propio and its employees, either on Client’s own behalf or that of Client’s affiliates. Further, Client shall not solicit, induce or entice any of Propio’s workers assigned to perform Services to terminate or alter their relationship with Propio. These non-solicitation provisions shall not apply if Propio’s worker responds to Client’s publicly available general solicitation for employment without Client’s prompt.
9. Consent to Record. Propio may monitor or record interpreter interactions for its own internal quality monitoring purposes only. Access to recordings is only available to authorized Propio personnel. Propio uses commercially reasonable industry standard technical and organizational measures to protect the privacy and security of any recordings. Recordings are destroyed within sixty days of the date of Service. Propio will not provide call recordings to Client or any outside third party unless compelled to do so by law. Notwithstanding any agreements to the contrary, recordings are Propio’s property and Client shall have no license, right, title or interest in any recording. Client is responsible for securing any necessary rights to record Client’s personnel or Client’s customers.
10. Notices. All notices under this Agreement must be in writing and delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt. Client’s address for notice purposes is specified in the first paragraph. Notices to Propio shall be sent to 10801 Mastin St. #580 Overland Park, KS 66210, with a mandatory copy to legal@propio.com.
11. Miscellaneous. Notwithstanding any conflict of law provisions contained therein, Kansas law shall govern any action related to this Agreement. Venue shall be the federal or state courts situated in Johnson, County Kansas, and the parties waive any claim of forum non-convenience. The parties irretrievably waive any right to a trial by jury. Except for Client’s obligation to make payments then owning, a party is not liable under this Agreement for non-performance caused by events or conditions beyond that party’s control if the party makes reasonable efforts to perform. Except in connection with the transfer of all or substantially all of a Party’s assets, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the other Party’s prior written consent. This Agreement is the parties’ entire agreement relating to its subject matter, supersedes all prior or contemporaneous communications, and prevails over any conflicting or additional terms of any purchase order other communication between the parties relating to its subject matter. No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each party. If any provision of this Agreement is held to be invalid, void, or illegal, it shall be severed from this Agreement and replaced by a provision closest to the intent of the parties, and any severed terms shall not affect, impair, or invalidate any other provision or part of this Agreement. The obligations of the parties under this Agreement by which their nature should continue beyond the termination or expiration of this Agreement will remain in effect after its termination or expiration. Neither this Agreement nor the provision of Services shall be construed to create any duty or obligation on the part of Propio to any third parties, including, without limitation, any persons participating in or the subject of conversations for which Services are provided. There are no third-party beneficiaries to this Agreement. A one-time waiver of any rights or obligations in this Agreement by a party is not a waiver permanent waiver.