Centris "On Demand" Interpreter Service – Centris Information Services

“On Demand” Interpreter Service

Terms and Conditions

Network Operator Services, Inc. dba Centris Information Services, a Texas corporation (Centris) and you, the Customer, agree that the terms and conditions shown below will apply to Centris “On Demand” Interpreter Service.

Use of Centris Centris “On Demand” Interpreter Service constitutes acceptance of all these terms and conditions (sometimes referred to as the Agreement).

1. Charges and Payments – Your Centris “On Demand” Interpreter Service account, including your credit card information, will remain active until cancelled and, therefore, should be kept secure. Charges for Centris “On Demand” Interpreter Service are set forth in the Pricing section of Centris “On Demand” Interpreter Service Description. The rates and pricing are subject to change from time to time and the then-current rates will apply to you. Payments shall be made by credit card using encryption communications ensuring that credit card details are passed in a secure format. Credit card details shall be captured by Centris when Customer submits an order for Centris “On Demand” Interpreter Service. If billing to the credit card on account fails, the Customer account shall be rendered inactive by Centris until new credit card information is applied to the account via the Account Management pages at www.centrisinterpreter.com.

2. Use of Service - A. Customer represents that Centris “On Demand” Interpreter Service will be used for its own internal purposes and not for re-sale. B. The following uses of Centris “On Demand” Interpreter Service are prohibited: the transmission of any message or other material which constitutes an infringement of any copyright, patent or trademark; an unauthorized disclosure of a trade secret; the transfer of any information or technology abroad in violation of any applicable export law or regulation; a violation of Section 223 of the Communications Act of 1934, as amended, 47 U.S.C. Section 223, or other criminal prohibitions regarding the use of telephones to transmit obscene, threatening, harassing or other messages specified therein; a libelous or slanderous statement; or a violation of any other applicable statute or government regulation. C. Customer agrees to defend and indemnify Centris, its affiliates and their respective successors and to hold them harmless from any claim or action whatsoever arising from the use of Centris “On Demand” Interpreter Service in any manner prohibited by this Section.

3. Cancellation - Your Centris “On Demand” Interpreter Service account, including your credit card information, will remain active until cancelled. You may cancel your account at any time.

4. Privacy of Information and Communications - In providing Centris “On Demand” Interpreter Service, Centris will make reasonable efforts to ensure the privacy of Customer's information and communications. Under applicable law, Centris may be obligated to reveal information or communications which evidence or constitute criminal activity.

5. Disclaimer of Warranty - CENTRIS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, ABOUT CENTRIS “On Demand” Interpreter Service, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, ACCURACY, COMPLETENESS OR TIMELINESS OF ANY INTERPRETATION. CENTRIS DOES NOT WARRANT THE AVAILABILITY OF INTERPRETERS FOR ALL LANGUAGE PAIRS AT ALL TIMES, AND CENTRIS SPECIFICALLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER RECOGNIZES THAT OVER-THE-PHONE INTERPRETATIONS MAY NOT BE ENTIRELY ACCURATE IN ALL CASES.

6. Exclusive Remedy and Limitation of Liability -

6a. FOR PURPOSES OF THE EXCLUSIVE REMEDY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION, "CENTRIS ON DEMAND INTERPRETER SERVICE" SHALL BE DEEMED TO INCLUDE CENTRIS, ITS AFFILIATES AND THEIR RESPECTIVE SUCCESSORS, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, SUBCONTRACTORS AND INTERPRETERS (WHETHER EMPLOYEES OR INDEPENDENT CONTRACTORS) OF CENTRIS, AND "DAMAGES" WILL REFER COLLECTIVELY TO ALL INJURY, DAMAGE, LOSS OR EXPENSE INCURRED FROM ANY CAUSE RESULTING FROM USE OF THE SERVICE.

6b. CHARGES FOR CENTRIS ON DEMAND INTERPERTER SERVICE ARE ESTABLISHED IN RELIANCE ON THE EXCLUSIVE REMEDY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION. CUSTOMER ACKNOWLEDGES THAT IT ELECTS TO ACCEPT CHARGES CALCULATED ON THIS BASIS, AND AGREES THAT THIS ALLOCATION OF RISK OF LIABILITY IS FAIR, REASONABLE, AND NOT UNCONSCIONABLE. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE CHARGES FOR CENTRIS ON DEMAND INTERPERTER SERVICE ARE UNRELATED TO THE VALUE OF CUSTOMER'S BUSINESS OR THE POTENTIAL FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND SPECIAL DAMAGES OR ANY OTHER DAMAGES IN EXCESS OF THOSE ALLOWED BY THIS SECTION. CUSTOMER RETAINS THE RIGHT TO PURCHASE INSURANCE TO COVER ANY ADDITIONAL LOSS OR LIABILITY.

6c. IN ACCORDANCE WITH THE UNDERSTANDINGS SET FORTH ABOVE, THE PARTIES AGREE AS FOLLOWS:

6c1. CENTRIS’ ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR DAMAGES CAUSED BY DEFECT OR FAILURE OF CENTRIS ON DEMAND INTERPERTER SERVICE, OR ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO A CREDIT OR REFUND OF THE CHARGES FOR THE SERVICE WHICH GAVE RISE TO THE CLAIM. PROVIDED FURTHER, HOWEVER, UNDER NO CIRCUMSTANCES SHALL CENTRIS ON DEMAND INTERPRETER SERVICE HAVE ANY LIABILITY BASED IN WHOLE OR IN PART UPON ALLEGED INACURACY OF INTERPRETATION AND CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS CENTRIS ON DEMAND INTERPRETER SERVICE FROM ANY AND ALL CLAIMS FROM ANY PARTY ALLEGING ANY LIABILITY BASED UPON INACCURACY OF INTERPRETATION SERVICES PROVIDED HEREUNDER.

6c2. CENTRIS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT CENTRIS HAD KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. THIS SUBSECTION 5.C.2. SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

7. Subcontracts - Centris may subcontract any or all of the Centris On Demand Interpreter Services to be performed but, subject to the exclusive remedies and limitations of liability set forth in these Terms and Conditions, it shall retain responsibility for the work that is subcontracted.

8. Force Majeure - Neither Centris, its affiliates nor their respective successors shall be liable in any way for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond Centris’ control, including but not limited to: fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, product or transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or any other cause beyond Centris’ control whether or not similar to the foregoing.

9. Supplement, Modification or Waiver - Any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of Centris.

10. Waiver and Failure to Exercise Rights - The waiver by either party of any breach of this Agreement shall not operate as a waiver of subsequent breaches of the same or different kind. The failure of either party to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of the party's right to exercise the same or different rights in other instances.

11. Survival of Obligations - The obligations of the parties under this Agreement which by their nature would continue beyond the termination or cancellation of this Agreement shall survive such termination or cancellation.

12. No Third Party Beneficiaries - Neither this Agreement nor the provision of Centris shall be construed to create any duty or obligation on the part of Centris to any third parties, including, without limitation, any persons participating in or the subject of conversations for which Centris “On Demand” Interpreter Service are provided. This Agreement does not provide any third party with any right, privilege, remedy, claim or cause of action against Centris, its affiliates or their respective successors.

13. Severability - If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect.

14. Choice of Law - The construction, interpretation and performance of this Agreement shall be governed by the domestic laws of the State of Texas. Substantial portions of Centris On Demand Interpreter Service are performed in Longview, Gregg County, Texas and the parties agree that venue for adjudication of any dispute shall be proper in any state or federal court with jurisdiction covering Gregg County, Texas.

15. Complete and Final Agreement - This Agreement constitutes the complete and final agreement between the parties with respect to its subject matter and supersedes all prior oral or written understandings or statements. Terms and conditions on any Customer order form are expressly rejected and shall have no effect notwithstanding Centris’ acceptance or use of any such form.