Terms of Service
Using our service indicates agreement with the terms of service. You (as a representative of the customer) accept and acknowledge receipt of the terms of service from LanguageStat.com (“LanguageStat”). You also agree to be bound by the terms of service herein, and to the limitations, including limitations of liability. Furthermore, you represent that you are either: an unaffiliated user accessing these services and entering into this agreement as an individual only, or a person authorized by the organization you represent to enter into agreements of this nature. With such in mind, the individual and/or organization represented here will agree, together with all of its subsidiaries (collectively, “Customer”) that the terms and conditions of this Agreement will apply to Language and Interpreting proficiency evaluation and assessment(s) provided by LanguageStat to Customer.
Term of Agreement. This Agreement shall become effective upon acceptance of the digital terms of service, indicated by checking the “I accept” box on the web form during enrollment. During the term of the Agreement, LanguageStat shall make reasonable efforts to provide results to Customer at such time and date as the parties agree, with the standard being 5 business days.
Use of Service. 1. Customer represents that assessment will be used for its own internal purposes and not for resale, unless otherwise agreed upon in writing. 2. The following uses of results and presented materials are prohibited: the transmission of any message or other material which constitutes an infringement of any copyright or trademark; an unauthorized disclosure of a trade secret; the transfer of information or technology abroad in violation of any applicable export law or regulation; or a violation of any other applicable statute or government regulation. 3. Customer will defend, indemnify and hold harmless LanguageStat and its directors, employees, affiliates, agents and other representatives from and against any and all liabilities, claims, damages, costs, expenses (including reasonable attorney’s fees), actions, proceedings, suits, and arbitrations resulting from or arising out of any use of test results in any manner prohibited in this Agreement.
Privacy of Communication. In providing results, LanguageStat shall make all commercially reasonable efforts to ensure the privacy of Customer’s communications. Under applicable law, LanguageStat may be obligated to reveal communications which evidence or constitute criminal activity.
Confidentiality. Customer will not disclose any of the content, methodology or details of assessments developed and provided by LanguageStat without prior written authorization.
Limited Warranty. LanguageStat warrants to Customer that the assessments will be developed, prepared and evaluated by qualified personnel in a professional manner. The limited warranty set forth in this Agreement is in lieu of all other warranties of LanguageStat with respect to the results, and LanguageStat disclaims all other warranties with respect, express or implied.
Limitation of Liability. Customer acknowledges and agrees that LanguageStat’s liability to Customer, whether in contract, in tort, under any warranty, in negligence or otherwise, will not exceed the amount paid by Customer to LanguageStat for those specific services, and under no circumstances will LanguageStat be liable to Customer for any incidental, special, indirect, punitive, or consequential damages. The price charged for the assessments is a consideration in limiting LanguageStat’s liability. No action, regardless of form, arising out of this Agreement may be brought by Customer more than one year after the cause of action has occurred.
Force Majeure. Neither LanguageStat nor its affiliates 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 LanguageStat’s reasonable 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 communication carriers (including, without limitation, local exchange companies), or any other cause beyond LanguageStat’s reasonable control, whether or not similar to the foregoing.
Notices. All notices required or permitted to be given to the other party under this Agreement shall be given in writing and either (1) digitally delivered, or (2) addressed and deposited in the United States mail, postage prepaid. Notice shall be deemed given if receipt is acknowledged of a digitally transmitted instrument, or upon confirmed physical delivery, or five (5) days after mailing (if mailed USPS), whichever is earlier.
Charges, Invoices and Payments. Customer agrees to pay all charges for assessments in advance, in the absence of a written billing agreement signed by authorized parties representing both LanguageStat and the Client. LanguageStat is under no obligation to offer such agreements to any individual or organization. In the event that services paid for are not delivered, LanguageStat reserves the right to partially refund for services in accordance with our cancellation policy, and/or to issue the refund, in part or its entirety, in the form of credit for future services.
Supplement, Modification or Waiver. Other than as specifically authorized by the terms of this Agreement, any supplement, modification or waiver of any provision of this Agreement shall be in writing and signed by authorized representatives of both parties.
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.
Subjectability to change. LanguageStat may update the terms of service at any time, and will post any updates to these terms on our website. Customer must agree to terms of service as they are in effect at the time of each new assessment request, and prior versions of the terms of service will not apply to services requested following the publishing of a newer version.
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.
No Third Party Beneficiaries. Neither this Agreement nor the provision of assessment services shall be construed to create any duty or obligation on the part of LanguageStat to any third parties. This Agreement does not provide any third party with any right, privilege, remedy, claim or cause of action against LanguageStat and its affiliates.
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. However, if such provision is an essential element of the Agreement, the parties shall promptly negotiate a replacement.
Remedies and Choice of Law. Except as otherwise provided in this Agreement, the parties will have any and all rights and remedies available to them under the laws of the State of Georgia and/or the state listed in the billing address provided by the client. Should the client provide a billing address outside the 50 states in the United States (either foreign or a non-state US territory), then only the laws of the State of Georgia would apply unless otherwise previously agreed in writing. All rights and remedies will be cumulative and may be exercised singularly or concurrently. The construction, interpretation and performance of this Agreement shall be governed by the domestic laws of the State of Georgia.
Binding Arbitration. In the event of dispute or any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The venue for any dispute shall be in Atlanta, Georgia.
Attorney’s Fees. In the event of litigation arising out of, or in any way related to any term set forth in this Agreement, including (without limitation) any proceeding brought under the United States Bankruptcy Code, the prevailing party will be entitled to recover from the losing party, in addition to any other relief awarded, its reasonable attorney’s fees, costs and expenses incurred at arbitration, at trial, on appeal and on petition for review.
Venue. Unless otherwise agreed to by the parties in writing, any controversy or claim arising out of or relating to this Agreement, including (without limitation), the making, performance, or interpretation of this Agreement, will be litigated in courts in Atlanta, Georgia. Customer consents and submits to the jurisdiction of any local, state or Federal court located in Atlanta, Georgia, and waives any defense Customer may have as to improper venue, or that any such court is an inconvenient forum.