Language Service Provider Agreement
IMPORTANT – READ CAREFULLY
THIS USER AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AND BINDING CONTRACT BETWEEN YOU THE (“CUSTOMER”) AND BOOSTLINGO LLC (“BOOSTLINGO”). THE AGREEMENT GOVERNS CUSTOMER’S ACCESS TO AND USE OF THE BOOSTLINGO SOFTWARE FOR INTERNAL BUSINESS PURPOSES AND TO DELIVER SERVICES TO YOUR CUSTOMERS (EACH, A “CLIENT”) (AS FURTHER DEFINED BELOW, THE (“SOFTWARE”).
PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING AND USING OR ACCESSING THE SOFTWARE, AND BY CLICKING “I ACCEPT” BELOW, CUSTOMER INDICATES ITS ACCEPTANCE OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, CUSTOMER MUST PROMPTLY (A) DELETE THE SOFTWARE FROM ANY AND ALL OF CUSTOMER’S COMPUTERS ON WHICH IT IS INSTALLED AND DESTROY ALL COPIES OF THE SOFTWARE IN CUSTOMER’S POSSESSION AND ALL ACCOMPANYING MATERIALS, INCLUDING PACKAGING AND DOCUMENTATION, AND (B) CEASE ALL OF CUSTOMER’S USE OF THE SOFTWARE.
THIS AGREEMENT APPLIES TO THAT VERSION OF THE SOFTWARE THAT CUSTOMER HAS LICENSED. THE SOFTWARE IS LICENSED, NOT SOLD. CUSTOMER MAY USE ONLY THE VERSION OF THE SOFTWARE THAT CUSTOMER HAS LICENSED AND HAS PAID FOR, AND CUSTOMER MUST USE IT STRICTLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER IS RESPONSIBLE FOR ENSURING THAT ALL EMPLOYEES, CONTRACTORS, CLIENTS AND OTHER USERS (“AUTHORIZED USERS”) WITHIN ITS ORGANIZATION ABIDE BY THE TERMS OF THIS AGREEMENT.
BOOSTLINGO RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AT ANY TIME, EFFECTIVE UPON MAKING THE MODIFIED PROVISIONS AVAILABLE THROUGH SOFTWARE UPDATES OR OTHERWISE THROUGH CUSTOMER’S USE OF THE SOFTWARE.
1.1 “Services” shall mean the interpretation services that Customer is providing to its Clients using the Software (including the Client Software and the Server Software).
1.2 “Client” shall mean Customer’s clients, i.e. the organizations to which Customer is providing the Services or the interpreters to whom Customer is providing access to the Software.
1.3 “Client Software” shall mean the client interface component of the Software, the mobile applications and all Software installed on Client computers.
1.4 “Order” shall mean the document or other method (including, but not limited to, online or email order form) by which Customer licenses use of the Software from BoostLingo.
1.5 “Server Software” shall mean any Software provided by BoostLingo installed on Customer’s computers.
1.6 “Software” shall mean all the software provided by BoostLingo collectively (including without limitation the Client Software, Server Software), and each separate component of the foregoing individually, any updates, upgrades or enhancements to the Software or any Software component provided to you by BoostLingo, including, without limitation, any support software provided to you by BoostLingo via the Internet, email or by any other means.
1.7 “VRI” Shall mean Video Remote Interpreting
1.8 “OPI” Shall mean Over the Phone Interpreting
1.9 “Boost Visual” shall mean the Language Interpreting Management Module. Boost Visual gives LSPs the ability to manage their interpreters’ calendars and onsite appointments
1.10 “LSP” shall mean a Language Service Provider and a customer of Boostlingo. Language Service Providers are companies that use the Boostlingo platform to manage their interpretation services business. LSP’s can also use the Boostlingo platform to deliver Onsite, Telephonic and Video interpreting services to their clients.
1.11 “Boostie Interpreter” Shall Mean Interpreters that are not paid directly by LSP. These are interpreters that are part of a labor pool that is contracted by a separate company other than LSP. Boostie Interpreters are qualified professionals held to an obligation of confidentiality. If LSP selects “Enable the Crowd” feature in BoostLingo platform, they will have the ability to use the Boostie Crowd feature when their LSP Interpreters are not available to take VRI or OPI calls. It is not the LSP’s responsibility to pay Boostie Interpreters for their services.
1.12 “LSP Interpreters” shall mean interpreters that are directly contracting with LSP. These interpreters are paid for their services directly by LSP. LSP interpreters field calls directly from LSP customers and Boost Lingo is not responsible for paying the interpreters for the services in these cases. The LSP is responsible for paying the interpreter for all “LSP interpreter“ calls.
2. LICENSE GRANT.
(A) CLIENT SOFTWARE LICENSE. Customer is purchasing the number of Client Software licenses specified in the applicable Order. The Order specifies the number of organizations for which Customer may use the Software to provide Services. Customer may install the Client Software on computers within the organizations of the number of Clients specified in the applicable Order. The Order also specifies how many users are permitted within each Client organization. Customer may only install the Client Software on the number of user computers within the each Client organization as specified in the applicable Order.
(B) LICENSE RESTRICTIONS. Notwithstanding anything to the contrary herein, the license grants of Section 2 are subject to the following restrictions:
(i) Representations. Customer shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access or otherwise use the Software , including, without limitation, modems, hardware, software, and long distance or local telephone service. Customer shall be responsible for ensuring that such equipment or ancillary services are compatible with the Software.
(ii) Derivative Works. Customer may not modify or make derivative works of the Software, the documentation thereof, or any other component that may be included in the Software or provided with the Software, nor rent, lease or otherwise distribute the Software or the documentation thereof, except as expressly permitted in Section 2 of this Agreement.
(iii) Transfer of Rights. Except as expressly set forth in Section 2, Customer shall not assign, sublicense, rent or otherwise transfer Customer’s access and use rights under this Agreement to the Software without the prior written approval of BoostLingo.
(iv) Reverse Engineering and Software Development. Customer may not reverse engineer, decompile, or disassemble the Software, directly or indirectly, in whole or in part. The Software shall only be used in accordance with the accompanying documentation and shall not be used for software development or any other purposes.
(v) Copies. Customer may not copy the Software except as expressly permitted in Section 2 of this Agreement or the applicable Order.
(vi) Ownership. All worldwide ownership of and all rights, title and interest in and to the Software, and all copies and portions thereof, including without limitation, all copyrights, patent rights, trademark rights, trade secret rights, inventions and other proprietary rights therein and thereto, are and shall remain exclusively in BoostLingo. The only rights Customer acquires under this Agreement are the rights to the platform licenses and interpreters set forth in this Agreement.
(vii) Other Restrictions. Customer may not use the Software 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 licenses, rights of privacy or publicity, or other proprietary rights, unless you own, control such rights or have received all necessary consents for your use of such software and other materials;
(d) harvest user names or email addresses for any purpose;
(e) restrict or inhibit any other user from using and enjoying its rights with respect to BoostLingo or its website, interfering with or disrupting the Website, the BoostLingo service servers or network connected to BoostLingo; or
(f) violate any applicable government laws or regulations.
3. THE BACKSTOP PROVIDER SERVICES. The Services constitute a technology platform (“Boostlingo Platform”) that enables clients of Boostlingo’s mobile applications or Boostlingo’s website portal provided as part of the Services (each, an “Application”) to get real time interpretation services with third party providers of such services, including independent third party interpretation providers under agreement with Boostlingo or certain of Boostlingo affiliates (” Backstop Providers”). The customer acknowledge that Boostlingo does not provide interpretation services as an interpretation service provider. Third party backstop providers reserve the right to decline interpretation services to a Boostlingo customer contacted through the Boostlingo platform. In addition, Boostlingo customers are able to route calls to their own interpreter pool “Internal Calls” and are not required to use a Backstop Provider.
4. FEES. Customer must pay the fees specified in the applicable Boostlingo Order Form. Such fees may include ongoing monthly or other periodic fees. Failure to pay such fees on time will result in shut down of Customer and its Clients’ use of the Software as specified in the Termination section of this Agreement.
Usage Fee Invoices and Payments: Payment for all usage fees are due by bank wire transfer, ACH bank transfer or Credit Card within 15 (fifteen) calendar days of the Usage Invoice. Checks are not accepted as a form of payment. All Usage fees are invoiced monthly based on the LSP usage activity for each Calendar month. If the monthly usage invoice amount is greater than $5,000 (five thousand), the LSP will be required to enroll in Boostlingo ACH autopay. With ACH autopay feature, Boostlingo will automatically withdraw funds from the LSP’s pre-approved bank account 2 business days after the invoice date. Interest at the lesser of 1.5% per month or the maximum amount permitted by law will be assessed upon all balances that are not paid by the payment due date.
LSP Payment Guarantee: LSP agrees to the payment terms in their partnership Agreement without regard to the payments and terms negotiated between LSP and LSP’ client.
Base subscription fee: LSP base subscription fees are paid separately from LSC usage fees. Base subscription fees are paid automatically by credit card on the date outlined in the partner agreement.
Service Shut Down: Boostlingo reserves the right to temporarily or permanently shut down the service if LSP has unpaid invoices that are past due.
5. USE OF THE SOFTWARE AND BOOSTLINGO WEBSITE AND SERVICES. BoostLingo has no special relationship with or fiduciary duty to Customer. Customer acknowledges that BoostLingo has no control over, and no duty to take any action regarding: what Customer accesses via BoostLingo or its website; what effects the content Customer access may have on Customer; how Customer may interpret or use the content; or what actions Customer may take as a result of having been exposed to the content. Customer is solely responsible for Customer’s activities in using the BoostLingo website, Software or other services including the activities of your employees, contractors, Clients and all parties that Customer allows to have access to the BoostLingo website and Software. Customer is solely responsible for the contents, modification, management and/or deletion of any and all files and data used by Customer in conjunction with BoostLingo. Further, Customer is responsible to ensure that such files and data are not used in conjunction with BoostLingo in violation of any copyright or any other proprietary right of any third party. BoostLingo may access Customer’s account, including its data, to respond to service or technical problems or as stated in this Agreement. Customer, not BoostLingo, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all data stored in Customer’s account. Furthermore, BoostLingo shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.
6. THIRD PARTY SOFTWARE. The Software may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”). Company acknowledges and agrees that its right to use such Third Party Software as part of the Software is subject and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software including without limitation any applicable acknowledgements, license terms and disclaimers contained herein. 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 with regard to Company use of relevant Third Party Software. In no event, shall the Software or components thereof be deemed to be “open source” or “publically available” software.
7. FEEDBACK MECHANISM; SHUTDOWN MECHANISM. The Software is equipped with a feedback mechanism that allows BoostLingo to review Customer’s and its Clients’ use of the Software and communicates activity using the Software back to BoostLingo. BoostLingo reserves the right to use such data to evaluate the Software use and for any purposes which BoostLingo deems useful or appropriate. Company agrees that BoostLingo may collect and use technical data and related information, including but not limited to technical information about your system, application software and peripherals, that is gathered periodically to facilitate the provision of Software updates, product support and other services (if any) related to the Software. The Software is also equipped with a shut-down mechanism by which BoostLingo may shut down Customer’s and its Clients’ use of the Software. BoostLingo reserves the right to use this shut down mechanism if Customer or its Clients breach this Agreement, Customer or its Clients use the Software in ways not permitted by this Agreement, and/or if Customer fails to pay the applicable periodic Software fees as specified in the applicable Order form.
8. ACCESS RESTRICTION. BoostLingo reserves the right to deny to any user, in its sole discretion, access to the Software or any portion thereof without notice. Customer is responsible for safeguarding the confidentiality of password(s) and user name(s) created by Customer for use with the Software, and for any use or misuse of the BoostLingo account resulting from any third party using a password or user name created by Customer. Customer shall be solely responsible for securing access to its and its Clients’ data. BoostLingo shall in no event be liable for any unauthorized access to any data stored using the Software or Boostlingo website.
9. WARRANTY DISCLAIMER. THE SOFTWARE, THE BOOSTLINGO WEBSITE AND ALL OF THE CONTENTS THEREOF ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, AND BOOSTLINGO 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 THE SOFTWARE, THE WEBSITE AND ALL CONTENTS THEREOF, THE ACCOMPANYING DOCUMENTATION, AND ANY ACCOMPANYING SUPPORTING MATERIALS OR OTHER MATERIALS RECEIVED FROM BOOSTLINGO AND/OR ANY AFFILIATE, AGENT, RESELLER, DEALER, DISTRIBUTOR, EMPLOYEE, CONTRACTOR OR REPRESENTATIVE OF BOOSTLINGO. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE WEBSITE AND/OR THE SOFTWARE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NO AFFILIATE, CONTRACTOR, EMPLOYEE, AGENT, RESELLER, DEALER OR DISTRIBUTOR OR REPRESENTATIVE OF BOOSTLINGO IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY OR TO MAKE ANY ADDITIONAL WARRANTIES. SOME 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 STATE TO STATE OR JURISDICTION TO JURISDICTION.
10. LIABILITY DISCLAIMER. BOOSTLINGO SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES. CUSTOMER IS SOLELY RESPONSIBLE FOR CUSTOMER’S AND ITS CLIENTS’ USE OF THE SOFTWARE OR BOOSTLINGO WEBSITE, INPUTS INTO THE SOFTWARE OR BOOSTLINGO WEBSITE, VERIFYING THE RESULTS OF THE USE OF THE SOFTWARE OR BOOSTLINGO WEBSITE AND HOW THE OUTPUT FROM THE SOFTWARE OR BOOSTLINGO WEBSITE IS USED BY CUSTOMER AND ITS CLIENTS. IN NO EVENT SHALL BOOSTLINGO BE RESPONSIBLE OR LIABLE TO CUSTOMER, ITS CLIENTS OR ANY THIRD PARTY FOR ANY LIABILITY ARISING OUT OF INSTALLATION OR USE OF THE SOFTWARE OR BOOSTLINGO WEBSITE, WHETHER BY CUSTOMER, CLIENTS, USERS WITHIN CUSTOMER OR CLIENTS’ ORGANIZATIONS, OR OTHER AUTHORIZED USERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOOSTLINGO BE LIABLE OR OBLIGATED TO CUSTOMER 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 BOOSTLINGO IS AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. BECAUSE SOME 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, BOOSTLINGO SHALL NOT BE LIABLE TO CUSTOMER OR ITS CLIENTS IN EITHER THE AGGREGATE GREATER THAN $15,000 or the amount the customer has paid Boostlingo 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 SETFORTHIN 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. Customer agrees to defend, indemnify and hold harmless BoostLingo, and its employees, officers, contractors, investors, directors, agents, licensors and affiliates from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys’ fees) arising from (a) Customer’s and/or any Client’s or any users authorized by of either of the foregoing’s (“Authorized Users and Organizations”) installation or use of the Software OR BOOSTLINGO WEBSITE, including without limitation claims relating to loss or confidentiality of data or programs (b) any violation by Authorized Users or Organizations of any warranty, representation or covenant under this Agreement, (c) Authorized Users or Organizations infringement of any third-party’s rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights), and/or the use or misuse of your BoostLingo account by you or any third party using your password(s) and/or user name(s). These obligations will survive any termination of Customer’s relationship with BoostLingo.
12. US GOVERNMENT RESTRICTED RIGHTS. If Customer is the United States Government or are acquiring the right to access and use BoostLingo on behalf of the United States Government, then the United States Government agrees that: (a) if the right to access and use BoostLingo is acquired by or supplied to the Department of Defense (“DOD”), BoostLingo shall be classified as “Commercial Computer Software” and the government is acquiring only “restricted rights” in BoostLingo 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 BOOSTLINGO 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.
13. TERMINATION. The license granted herein is effective until this Agreement is terminated. This Agreement shall terminate immediately, without notice, in the event Customer (i) fails to comply with any of the terms and conditions set forth in this Agreement, (ii) ceases doing business, (iii) does not make any applicable payments within 45 days of the applicable due date, or (iv) ceases using BoostLingo service and notifies BoostLingo thereof. BoostLingo reserves the right to refuse service to anyone at its sole discretion and to terminate this Agreement upon 120 days written notice. BoostLingo does not refund any part of the payment made by Customer. Upon termination Customer must immediately (i) destroy all copies of the Software OR BOOSTLINGO WEBSITE documentation in your possession, or (ii) return the Software and documentation according to the instructions of BoostLingo.
14. TRADEMARKS. BoostLingo and their respective designs, trademarks and logos are trademarks or registered trademarks of BoostLingo. All other trademarks and/or service marks are the property of their respective owners.
15. COPYRIGHT MATTERS. BoostLingo respects the intellectual property of others, and we ask Customer to do the same. We reserve the right to disable the accounts of users who we believe to be infringing the intellectual property rights of others and to remove any such infringing materials. If you believe that your copyrighted work has been copied and is accessible on the Website in a way that constitutes copyright infringement, please notify BoostLingo’s copyright agent by email at [email protected], by regular mail 657 Misison Street #601, San Francisco, CA 94105 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 Site 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 BoostLingo or its officers or directors with respect to such content unless and until: (1) you have fully completed the process set forth above; and (2) BoostLingo 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 BoostLingo’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 our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue services to repeat offenders.
16. GENERAL. This Agreement embraces 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 BoostLingo and your duly authorized representative. All prior representations, understandings and agreements regarding the subject matter hereof whether written or oral, expressed or implied, are superseded and shall be of no effect. In the event of conflicting provisions between this Agreement and a duly executed collateral agreement, the duly executed collateral agreement shall control. This Agreement shall be construed and governed in accordance with the laws of the state of California, without regard to conflict of law provisions. Any action related to this Agreement or the Software shall be brought exclusively in the state or federal courts located in the County of Los Angeles, State of California, United States of America.
Each party hereby agrees to submit to the jurisdiction of such courts. Customer acknowledges that a breach of this Agreement will cause irreparable and continuing damage to Boostlingo for which money damages are insufficient, and Boostlingo 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 Customer and Boostlingo concerning the Software or any other item which is subject to this Agreement, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party. 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 and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. Customer agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export law, restrictions or regulations. No waiver by BoostLingo of any breach or default by customer 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.
The Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
BY ACCESSING AND USING THE WEBSITE AND BY INSTALLING, ACCESSING AND USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE UNCONDITIONALLY THAT CUSTOMER AND CLIENTS SHALL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER REPRESENT, WARRANT AND INDEMNIFY THAT YOU HAVE FULL AUTHORITY TO EXECUTE THIS BINDING AGREEMENT ON BEHALF OF CUSTOMER.
Collection and Use of Information
Personal Data. Boostlingo collects relevant Personal Data when you register and use our services or otherwise transact with Boostlingo, including name, phone number, mailing address, and email address. We use this information to communicate with you about our products and services or related topics, to provide technical support, to improve our products, and to provide the services you have requested, including administrative tasks such as billing and receiving payment.
Customer Data. Customers of Boostlingo may electronically submit data or information to Boostlingo’s products or services (“Customer Data”). Boostlingo uses Customer Data to provide you with the services you have requested, to prevent or resolve technical or service problems, and to provide technical support.
Customer Encrypted Data. Certain Boostlingo products or services allow you to encrypt data prior to transmission and then to electronically transmit such encrypted data to Boostlingo for long-term storage (“Customer Encrypted Data”). Boostlingo will not decrypt the contents of such data, except as explicitly authorized by you (for example when you use the restore functions of the software). If supported by the software, Boostlingo does not store your encryption key for such Customer Encrypted Data, except in an encrypted form if you choose to use the pass phrase recovery function or other authorized key management function. If you do use pass phrase recovery, your encryption key is further encrypted by the answers to your security questions. Boostlingo will not attempt to decrypt your encryption key or to discover the answers to your security questions. Boostlingo does not store the answers to your security questions in any form.
Boostlingo may use ancillary non-encrypted data associated with the Customer Encrypted Data, such as backup logs containing filenames, in order to provide technical support and for internal use to provide the functions of the services you request.
Products and Services Data. Boostlingo products and services collect product configuration, computer configuration, network statistics, and other product usage information (“Products and Services Data”). We use this information to provide certain product functions (such as reporting) as well as to provide technical support and to improve our products.
Other Data. Other non-personally identifying information that you volunteer (“Other Data”) (such as through surveys, polls, or feedback forms) will be used to improve our products and services. Boostlingo will not intentionally link this information to Personal Data, except to the degree necessary to contact you if you request it. If it is clear such information will be publicly posted (such as in blog comment submissions or testimonial submissions) you should not include Personal Data in your submission. We also display personal testimonials of satisfied customers on our site in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at [email protected]
Links to Other Websites. Our website and products may contain links to websites under the control of third parties. These websites have their own privacy policies which you should review prior to using such sites. Boostlingo is not responsible for such third party websites and provides links to them solely for your convenience.
Single Sign-On. You can log in to some of our websites using sign-in services such as Google or an OpenID provider. These services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Services like Google Apps give you the option to post information about your activities on this Web site to your profile page to share with others within your network.
Communication Preferences. Boostlingo may periodically send you promotional emails or newsletters. You may opt-out of these promotional emails or newsletters by following the unsubscribe instructions or link contained in all such emails we send, or by emailing support.
Boostlingo may also send service-related emails to inform you of product updates and operational notices. To opt-out of non-emergency service-related emails, use the Mailing Lists page in the password-protected area of our web site. Opting out of promotional or service-related emails will not affect any legal communications, emergency communications, customer service, technical support, or other transactional emails we may send.
Personal Data. The storage and processing of Personal Data by Boostlingo may be subject to mandatory legislation, such as the legislation based on EU Directive 95/46/EC which aims to prevent the violation of personal integrity in the processing of personal data (collectively, the “Personal Data Act”). For this purpose, you will always be considered the controller of your Personal Data, even if the processing is carried out by Boostlingo or any of its sub-contractors as part of our services. Boostlingo and any of its sub-contractors engaged for the storage and other processing are in such cases considered as your data processors (personal data assistants) and it is your sole responsibility to ensure that the processing of your Personal Data is in compliance with the Personal Data Act and other applicable legislation. A User should therefore contact the relevant data processor (usually being its employer) for questions with respect to the processing of its Personal Data. Nevertheless, a user’s Personal Data is not handled by Boostlingo in any different way than described herein.
Access and Choice. You may update your Personal Data associated with your Boostlingo services account using the password protected, administrative area of our web site, or by emailing us at [email protected] Even upon updating or cancelling your account, we may retain Personal Data and other information in our backup or archival records.
Customer Data and Customer Encrypted Data. You may use the functions provided by our products and services to view, access, modify, and delete Customer Data and Customer Encrypted Data. Upon using such functions to delete such data, the data may be retained for a short period of time in case such deletion was accidental, and until all backup or archival copies are updated.
Retention. Boostlingo will retain Personal Data we collect from you as well as Personal Data we process on behalf of you for as long as needed to provide services to our Customers. We may also retain this information if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.
Third Parties. Under no circumstances will Boostlingo sell, rent, or trade any collected information to third parties for their promotional purposes. Boostlingo may share collected information, not including Customer Data and Customer Encrypted Data, with third parties that work on Boostlingo’s behalf (for example, to process credit card orders). Any such third parties that work on Boostlingo’s behalf are required to adhere to privacy policies no less protective than those of Boostlingo’s own privacy policies. These companies are authorized to use your personal data only as necessary to provide these services to us.
Compliance with Law. Boostlingo may disclose collected information as necessary to comply with law or law enforcement officials, such as in response to a validly issued court order, subpoena, or warrant. For questions pertaining to international data rights and responsibilities under the USA PATRIOT Act please contact us at [email protected]
Change of Ownership. In the event of Boostlingo being acquired or merged with another entity, Boostlingo reserves the right to transfer all collected information to such entity. Boostlingo will make commercially reasonable efforts to notify you in such an event (such as by posting a notice on our web site or sending you an email).
We are committed to safeguarding your Personal Data. In order to prevent unauthorized access or disclosure, we have put in place physical, electronic, and managerial procedures meeting or exceeding industry standards and regulatory law.
Encryption and Security Technologies. Boostlingo employs the latest encryption and security technologies to help safeguard and monitor against unauthorized or malicious attacks. The highest levels of encryption are assured for both data at-rest and in-motion (see product details for specifications).
Physical Security. Boostlingo data centers are strategically located around the globe in locations that minimize risk from natural disasters and political or social related events. Physical security controls at each location includes high security fencing, full time guards, multi factor access and each location has a Tier III power and cooling distribution with N+1 redundancy at a minimum.
Authentication. Users are identified by unique credentials and tokens to validate authenticity. Credentials are protected at Boostlingo using perimeter controls, and industry best practice methods such as hashing and salting. Many Boostlingo products offer multi factor authentication for further security.
Audits. All of Boostlingo’s data centers are all audited on an annual basis. Examples of available audits include the SSAE16/SOC 1, ISO 27001 verification, SOC 2, etc. (depending on the center). The results of these audits are available to our partners upon request.
Boostlingo does not intentionally collect Personal Data from children under 13 years old. Children under 13 should not use our web site or services or disclose any Personal Data to Boostlingo. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information.
If the complaint cannot be resolved through contacting our corporate office, Boostlingo will cooperate with JAMS pursuant to the JAMS International Mediation Rules, which are accessible on the JAMS website at www.jamsadr.com/rules-international-rules. Boostlingo will take steps to remedy any issues arising out of a failure to comply with the Safe Harbor principles.
Safe Harbor Certification
Boostlingo LLC complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. Boostlingo has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view Boostlingo’s certification, please visit http://www.export.gov/safeharbor/
Revisions to this Policy
The current policy is effective from October 30, 2016.
LANGUAGE SERVICE PROVIDER AGREEMENT TERMS- THE “LSPA”
THIS LANGUAGE SERVICE PROVIDER AGREEMENT (THE “LSPA”) IS TO STATE THE TERMS AND CONDITIONS FOR LANGUAGE SERVICE PROVIDER’S PARTICIPATION IN BOOSTLINGO’S SERVICE PROVIDER PROGRAM (THE “PROGRAM”).
IN ORDER TO PARTICIPATE IN THE PROGRAM, THE PARTIES AGREE THAT:
(1) UPON EXECUTION OF THIS LSPA, BOOSTLINGO SHALL GRANT LSP THE RIGHT TO USE THE SOFTWARE LICENSES THAT ARE ORDERED BY LSP UNDER THE PROGRAM. LICENSES ARE AS DEFINED IN AND GOVERNED BY THE BOOST LINGO SOFTWARE LICENSE AGREEMENT LOCATED AT HTTP://BOOSTLINGO.COM/LEGAL-LSP (THE “SLA”). CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN ARE AS DEFINED IN THE SLA. THE TERMS OF THE SLA ARE INCORPORATED HEREIN BY REFERENCE AS IT EXISTS AS OF THE EFFECTIVE DATE.
(2) LSP’S ADDITIONAL OBLIGATIONS WITH RESPECT TO ITS INVOLVEMENT IN THE PROGRAM AND USE OF THE SOFTWARE LICENSES ARE AS FOLLOWS:
LSP SHALL BE SOLELY RESPONSIBLE FOR SUPPORTING ITS CLIENTS, INCLUDING BUT NOT LIMITED TO, CONDUCTING ALL ACTIVITIES REQUIRED TO INSTALL THE SOFTWARE AND FOR PROVIDING ANY TRAINING TO ITS CLIENTS REGARDING THE INSTALLATION, USE AND OPERATION OF THE SOFTWARE AS PERMITTED BY THIS LSPA. BOOSTLINGO SHALL HAVE NO RESPONSIBILITIES TO LSP OR ITS CLIENTS TO PROVIDE ANY SUCH SUPPORT. LSP AGREES THAT ALL SUCH SUPPORT AND TRAINING SHALL BE CONDUCTED IN ACCORDANCE WITH GENERALLY ACCEPTED INDUSTRY STANDARDS AND LSP’S BEST PRACTICES. LSP MAY BE REQUIRED TO UNDERGO TRAINING, AT LSP’S EXPENSE, FOR CERTAIN SOFTWARE MODULES.
LSP AGREES TO MAINTAIN THE FACILITIES, RESOURCES AND EXPERIENCED PERSONNEL NECESSARY TO FULFILL ITS OBLIGATIONS UNDER THIS LSPA AND TO MAINTAIN THE OPERATING SYSTEM, COMPUTER HARDWARE AND NETWORK ON WHICH THE SOFTWARE RESIDES IN GOOD OPERATING CONDITION. LSP AGREES THAT ITS INFORMATION TECHNOLOGY ASSETS WILL BE FULLY CAPABLE OF SUPPORTING THE USE ANTICIPATED HEREUNDER. LSP WILL PROVIDE SERVICES TO ITS CLIENTS IN A MANNER THAT DOES NOT DEGRADE THE GOODWILL AND REPUTATION OF BOOSTLINGO OR THE SOFTWARE AND WILL NOT UNDERTAKE ANY ACTION THAT WOULD IMPAIR OR DISRUPT BOOSTLINGO’S RELATIONSHIP WITH ITS CUSTOMERS OR POTENTIAL CUSTOMERS.
(3) LSP’S PARTNER AGREEMENT ORDERS MUST CONTAIN THE FOLLOWING INFORMATION AT A MINIMUM: (I) TOTAL PRICE FOR BASE SUBSCRIPTION MONTHLY FEE, (2) APPLICABLE USAGE FEES, AND (3) THE BILLING METHOD APPLICABLE TO THE SOFTWARE LICENSES. FOR THE AVOIDANCE OF DOUBT, ANY ADDITIONAL FEES FOR OTHER TRAINING OR SERVICES INCLUDED IN AN ORDER SHALL BE BILLED IN ACCORDANCE WITH THE BILLING METHOD STATED ON THE ORDER.
FURTHER, LSP MUST SUBMIT ORDERS VIA THE ORDERING PORTAL PROVIDED AS PART OF THE PROGRAM OR TO THE APPLICABLE BOOSTLINGO TEAM MEMBER VIA EMAIL.
(4) BOOSTLINGO SHALL INVOICE LSP FOR ORDERS SUBMITTED BY LSP AND ACCEPTED BY BOOSTLINGO IN ONE OR MORE OF THE FOLLOWING WAYS (EACH, A “BILLING METHOD”), AS STATED ON EACH ORDER:
USAGE REPORTING. USAGE REPORTING: LSP MONTHLY USAGE CHARGES WILL BE AUTOMATICALLY ADDED TO THE BASE MONTHLY SUBSCRIPTION TIER CHARGE, ON OR BEFORE THE FIFTH (5TH) DAY OF THE MONTH FOLLOWING THE END OF EACH CALENDAR MONTH. BOOSTLINGO WILL SEND A SUMMARY REPORT BY EMAIL THAT WILL SHOW THE TOTAL NUMBER OF MONTHLY MINUTES USED (AND BY NAMED CLIENT, IF APPLICABLE) OF THE SOFTWARE BY LSP IN EACH MONTH OF THE CALLED (THE “USAGE REPORT”). BOOSTLINGO’S INVOICE TO LSP UNDER THE USAGE REPORTING METHOD SHALL BE SENT MONTHLY FOR THE USAGE FEES ASSOCIATED WITH LSP’S USE OF THE SOFTWARE. THE MONTHLY USAGE FEE SHALL BE THE SUM OF THE USAGE FEES BASED ON THE QUANTITIES STATED IN THE USAGE REPORT. USAGE IS DEFINED AS TELEPHONIC OR VIDEO CALL TIME MINUTES/MONTH AND/OR A BOOST VISUAL ONSITE APPOINTMENT PER MONTH. EACH MONTHLY USAGE FEE SHALL BE THE GREATER OF (A) THE SUM OF THE APPLICABLE MINIMUM MONTHLY USAGE FEES (IF ANY) STATED IN THE APPLICABLE ORDER OR (B) THE AMOUNT EQUAL TO THE NUMBER OF UNITS STATED ON THE USAGE REPORT MULTIPLIED BY THE APPLICABLE MONTHLY USAGE FEE IF THERE ARE NO MINIMUM MONTHLY USAGE FEES APPLICABLE TO THE ORDER.
MONTHLY SUBSCRIPTION TIER– THE MONTHLY SUBSCRIPTION TIER IS BILLED MONTHLY AT THE NEGOTIATED FIXED RATE REFERRED TO ON THE LSP CREDIT CARD AUTHORIZATION ORDER FORM. BOOSTLINGO WILL CHARGE A FIXED FEE AT THE BEGINNING OF EACH BILLING PERIOD FOR THE AMOUNT OF THE APPLICABLE MONTHLY FEES MULTIPLIED BY THE QUANTITY OF SOFTWARE LICENSES ORDERED BY LSP FOR THE NUMBER OF MONTHS IN THE IMMEDIATELY PRECEDING BILLING PERIOD. ALL MONTHLY SUBSCRIPTION CHARGES ARE CHARGED MONTH TO MONTH AND WILL CONTINUE UNLESS THE LSP CANCELS THE SERVICE. CANCELLATION REQUIRES A 30 DAY NOTICE.
(5) MAINTENANCE SERVICES FOR SOFTWARE LICENSES SHALL BE INCLUDED IN THE SUBSCRIPTION FEES AS DESCRIBED IN THE ORDER FORM.
(6) THE TERMS OF THIS LSPA AND ITS EXHIBITS ARE BOOSTLINGO’S CONFIDENTIAL INFORMATION AND LSP MAY NOT DISCLOSE THIS INFORMATION TO ANY THIRD PARTY WITHOUT BOOSTLINGO’S PRIOR WRITTEN CONSENT.