BioLingo Service Agreement
1. Cancellation or withdrawal by Client. If Client cancels or withdraws any portion of the item(s) described in the approved quote prior to completion of the service(s), then, in consideration of BioLingo’s scheduling and/or performing said service(s) Client shall pay BioLingo the portion of the fee represented by the percentage of total service(s) performed, but in any event not less than 25% of said fee.
2. Additional fees. Additional fees will apply in the event that additional services are required:
· Investigation, inquiry, or research beyond that normal to a routine translation is required because of ambiguities in the item(s) to be translated.
· Additional services are required because Client makes changes in the item(s) to be translated after the signing of this Agreement.
· BioLingo is requested to make changes in the translation after delivery of the translation, because of Client's preferences as to style or vocabulary, and such changes are not required for accuracy.
3. Client's review of translation. Upon receipt of the translation from BioLingo, Client shall promptly review it, and within 30 days after receipt shall notify BioLingo of any requested corrections or changes. BioLingo shall correct any errors at no cost to Client.
4. Confidentiality. All knowledge and information expressly identified by Client in writing as confidential which BioLingo acquires during the term of this Agreement regarding the business and products of Client shall be maintained in confidentiality by BioLingo and, except as expressly authorized by Client in writing, shall not be divulged or published by BioLingo and shall not be authorized by BioLingo to be divulged or published by others. Confidential information for purposes of this paragraph shall not include the following:
· Information which is or becomes available to the general public, provided the disclosure of such information did not result from a breach by BioLingo of this paragraph.
· Terminological glossary entries compiled by BioLingo in the course of Translator's performance of the translation service(s) under this Agreement; provided, however, that Client and BioLingo may agree in writing that, upon payment by Client to BioLingo of an agreed-upon fee, such terminological glossary entries shall be the property of Client and shall be covered by the confidentiality provisions of this paragraph.
5. Translation is property of client, copyright. Upon Client's completion of all payments provided herein, the translation of the item(s) described in the approved quote shall be the property of Client. BioLingo has no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the translation, except as may be expressly otherwise provided in this Agreement. Notwithstanding the foregoing, BioLingo shall have the right to retain file copies of the item(s) to be translated and of the translation, subject to the provisions of paragraph 4 above.
6. Indemnification and hold-harmless by Client. Client agrees to indemnify and hold BioLingo harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) which BioLingo may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by BioLingo in the work performed under this Agreement.
7. Changes by others. BioLingo shall have no responsibility whatever as to any changes in the translation made by persons other than BioLingo translators.
8. Governing law. This Agreement shall be governed by the laws of the State of Florida. Complete agreement. This is the complete agreement of the parties as to the subject matter hereof. Any changes in this Agreement must be in writing signed by both parties. This Agreement becomes a binding contract when the customer accepts the quote.