Terms and Conditions

Last updated: June 15, 2026

These terms and conditions apply to each request for a quote from U.S. Language Services, LLC for the provision of translation and/or transcription services and to the provision of services following acceptance by the client of a quote from U.S. Language Services, LLC.

1. Definitions: In these terms and conditions:

1.1 “Accepted Quote” means a Quote which the Client accepts in writing to U.S. Language Services, LLC, including by the Client giving written notice to U.S. Language Services, LLC to proceed with the Services or by the Client clicking ‘Proceed’ or ‘Order Now’ or ‘Confirm project and pay’ on a quote (with the understanding that the Client is not permitted to make any change to the Quote and if the Client does so, the Quote is deemed to be not accepted by the Client);

1.2 “Client” means the client that requests translation and/or transcription services from U.S. Language Services, LLC (or on whose behalf such services are requested) as subsequently named in the Quote;

1.3 “Confidential Information” means any proprietary information, know-how and data disclosed in confidence by one party to the other party (and including, in the case of the Client, the Source Materials and the Deliverables), but does not include any information which (a) is in the public domain; (b) on receipt by the other party is already known by that party; (c) is at any time after the date of receipt by the other party, received in good faith by that party from a third party; (d) required by law to be disclosed by the other party;

1.4 “Contract” means a contract comprising an Accepted Quote and these terms and conditions;

1.5 “Deliverables” means the final deliverables produced as a result of the Services;

1.6 “Intellectual Property” includes all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights whether registered or unregistered;

1.7 “Quote” means a quote issued by U.S. Language Services, LLC to the Client;

1.8 “Recording” means any audio or video file, or other recorded media, submitted by the Client to U.S. Language Services, LLC for Transcription Services, as identified in the Quote;

1.9 “Runtime” means the total duration of a Recording from the start to the end of the file, as measured by U.S. Language Services, LLC, whose measurement is controlling for quoting and billing purposes;

1.10 “Services” means the services specified in the Quote;

1.11 “Source Materials” means the document/s and/or Recording/s submitted by the Client to U.S. Language Services, LLC for the Services, as identified in the Quote;

1.12 “Transcript” means a written rendering of the audible speech in a Recording, in the source language, in English translation, or both, as specified in the Accepted Quote;

1.13 “Transcription Services” means the transcription of a Recording into a Transcript, with or without translation into English, together with any add-on services specified in the Accepted Quote;

1.14 “U.S. Language Services, LLC” means U.S. Language Services, LLC, a company registered in Delaware, USA – EIN: 61-1921597;

1.15 “Websites” means U.S. Language Services, LLC’s websites at https://www.uslanguageservices.com/, https://www.traduccioncertificada.us/, https://www.empresadetraduccion.com/ and https://es.uslanguageservices.com/;

1.16 “Business Day” means any day other than a Saturday, Sunday or public holidays in the US.

2. Requests for services

2.1 Each request for translation and/or transcription services made to U.S. Language Services, LLC and supply of Source Materials to U.S. Language Services, LLC is made subject to these terms and conditions.

2.2 No contract exists in respect of any request for translation and/or transcription services or in respect of any Source Materials that may be submitted to U.S. Language Services, LLC, unless and until there is an Accepted Quote. Once there is an Accepted Quote, a ‘Contract’ is formed between the Client and U.S. Language Services, LLC in respect of the Services described in that quote.

2.3 Subject to clause 2.4, U.S. Language Services, LLC will issue a Quote after receiving from a client a request for translation and/or transcription services made in accordance with the procedures used on the Website.

2.4 U.S. Language Services, LLC reserves the right to decline to issue a Quote, to decline to provide any Services, or to discontinue Services already commenced, if:

(a) the Source Materials contain any material which U.S. Language Services, LLC at its discretion (and without any obligation on the part of U.S. Language Services, LLC to review the Source Materials for appropriateness, legality or otherwise) considers to be offensive, obscene, contrary to any law or inappropriate;

(b) a Recording is, in the judgment of U.S. Language Services, LLC, of such poor quality that a usable Transcript cannot be produced; or

(c) U.S. Language Services, LLC has reason to believe that a Recording was unlawfully made or obtained, that the Client lacks the right to disclose it, or that U.S. Language Services, LLC cannot lawfully perform the Services.

Where Services are declined or discontinued under this clause after payment has been received, U.S. Language Services, LLC will refund the amounts paid for Services not performed.

3. Provision of Services

3.1 Subject to receipt of all applicable amounts due from the Client, U.S. Language Services, LLC will provide the Services as specified in the Accepted Quote and in accordance with U.S. Language Services, LLC’s standard practices and procedures, including the practices and procedures as described on the Websites at the time the Quote was issued to the Client.

3.2 The Client must provide all information requested by U.S. Language Services, LLC (via the Websites) in respect of the Services and ensure that all such information is accurate and complete.

3.3 U.S. Language Services, LLC provides services at different specified quality levels. It is the Client’s responsibility to select the preferred level of service to suit its requirements. U.S. Language Services, LLC will deliver to the selected level of service as specified in the Accepted Quote and has no obligation to check whether that quality level is appropriate for the Client’s needs.

3.4 U.S. Language Services, LLC has no responsibility to complete the Services for the price quoted if:

(a) in the case of translation services, the word count or nature of the translation varies from what was able to be gained from the Source Materials when first quoted; or

(b) in the case of Transcription Services, the characteristics of a Recording materially differ from what was reasonably apparent at the time of quoting or from the Client’s description of the Recording, including where the audio quality is materially worse, the Recording contains more speakers than disclosed, or the Recording contains speech in a language other than the language(s) disclosed by the Client, including where a Recording described as English-only contains speech in another language.

In any such case, U.S. Language Services, LLC will provide the Client with a corrected quote with the difference owing for completion of the job and an amended delivery date if necessary, and may suspend performance pending the Client’s acceptance of the corrected quote. The Client may opt to instead receive a full refund if the corrected quote is not acceptable.

3.5 Should a Client purchase the Services on a Saturday, Sunday or U.S. national holiday then it may result in a minor delay in the timeframe to complete. U.S. Language Services, LLC will use its best endeavors to ensure this does not happen but will notify the Client as soon as practicably possible on the next business day identifying any delay.

3.6 U.S. Language Services, LLC has no responsibility to review the quality of the Source Materials for typographical or any other errors and has no liability to review the Source Materials for or to correct any errors or omissions contained in any Source Materials, regardless of the nature of such errors or omissions and regardless of the impact that such errors or omissions may have on the quality of the Deliverables. In the case of Recordings, U.S. Language Services, LLC has no obligation to enhance, repair, or otherwise improve the audio or video quality of any Recording, and accepts no liability for the effect that background noise, overlapping speech, low speech volume, distance from the recording device, accents, audio compression, or other characteristics or defects of a Recording may have on the quality or completeness of the Deliverables.

3.7 Where any portion of a Recording cannot be reliably understood, U.S. Language Services, LLC will mark that portion in the Transcript with a bracketed notation describing the nature of the issue, in accordance with standard professional transcription conventions. Such notations include, by way of example and without limitation, [inaudible], [unintelligible], [crosstalk], [multiple voices], [noise], and [static]. The use of such notations reflects the condition of the Recording and does not constitute an error, omission, or defect in the Services or the Deliverables.

3.8 On completion of the Services and subject to receipt by U.S. Language Services, LLC of all amounts due from the Client, U.S. Language Services, LLC will issue the Deliverables to the Client.

3.9 U.S. Language Services, LLC will issue the Deliverables to the Client in accordance with U.S. Language Services, LLC’s standard practices and procedures applicable at the time or as otherwise specified in the Quote. U.S. Language Services, LLC will use reasonable endeavors to issue the Deliverables on or before the agreed delivery date / time, or where no specific delivery date / time is agreed within a reasonable time following receipt of the Accepted Quote, but U.S. Language Services, LLC accepts no liability for any delay in meeting the applicable timing. In the case of Transcription Services, if a defect in a Recording that was not reasonably apparent at the time of quoting (including corruption, missing or unplayable segments, or access restrictions) is discovered during performance, or if project information requested from the Client remains outstanding, the agreed delivery date/time is suspended until the issue is resolved, and will be extended by at least the period of the suspension.

3.10 Fees for Transcription Services are charged per minute of Runtime. The Runtime of each Recording is rounded up to the next whole minute for billing purposes.

3.11 Transcription Services are subject to a minimum charge of USD 90 per order, regardless of the total Runtime of the Recording(s) submitted.

4. Scope of Services

4.1 U.S. Language Services, LLC provides translation and transcription services only. The Services do not include, and nothing in any Deliverable constitutes, legal advice, investigative or forensic analysis, voice identification, speaker verification, authentication of any Recording, or any opinion as to the provenance, integrity, or completeness of any Recording.

4.2 U.S. Language Services, LLC does not provide audio or video enhancement services, except where expressly specified as an included service in an Accepted Quote. Unless enhancement is so specified, Deliverables reflect only the content audible in the Recording as provided by the Client.

4.3 Speaker labels in a Transcript, where ordered, are assigned in good faith on the basis of the audible content of the Recording and information provided by the Client, and do not constitute identification or verification of any speaker.

5. Add-on Services and Transcript Format

5.1 Timestamps, speaker identification, and any other add-on services are provided only where selected by the Client and specified in the Accepted Quote. The absence of timestamps, speaker labels, or any other add-on feature from a Deliverable where that add-on was not ordered does not constitute an error, omission, or defect in the Services or the Deliverables.

5.2 Transcripts are delivered in a format determined by U.S. Language Services, LLC for the Services ordered, and the columns and elements appearing in a Transcript depend on the add-on services selected. U.S. Language Services, LLC makes no representation or warranty that any Deliverable will conform to the formatting, certification, or presentation requirements of any court, tribunal, agency, jurisdiction, or institution. It is the Client’s responsibility to confirm any such requirements applicable to its intended use. Formatting to a specific requirement forms part of the Services only where expressly specified in the Accepted Quote.

6. No Guarantee of Acceptance

6.1 U.S. Language Services, LLC does not represent or warrant that any Deliverable will be admitted into evidence, accepted, or relied upon by any court, tribunal, arbitrator, government agency, or other institution, or that any Deliverable is suitable for any particular legal or evidentiary purpose. Whether a Deliverable is admissible or acceptable in any proceeding or process is determined solely by the relevant court, tribunal, agency, or institution and by applicable rules of evidence and procedure. The Certificate of Accuracy issued with a Deliverable describes the process and credentials under which the Deliverable was produced and is not a guarantee of admissibility or acceptance.

7. Testimony and Declarations

7.1 The Services do not include, and no Contract obliges U.S. Language Services, LLC or any of its linguists, employees, or contractors to provide: appearance or testimony as a witness in any proceeding, whether as a fact or expert witness; the execution of any declaration, affidavit, or sworn statement beyond the standard Certificate of Accuracy issued with the Deliverables; participation in any deposition, hearing, interview, or consultation concerning the Deliverables; or responses to any subpoena, discovery request, or records request directed at the Services or the Deliverables, other than as required by law.

7.2 Any services of the kind described in clause 7.1 may be provided, if at all, only under a separate written agreement specifying the scope, conditions, and fees for those services. Nothing in these terms and conditions obliges U.S. Language Services, LLC to enter into any such agreement.

7.3 Compliance with any subpoena, discovery request, court order, or other legal process is not a service offered by U.S. Language Services, LLC and does not form part of any Contract. If U.S. Language Services, LLC or any of its linguists, employees, or contractors is compelled by subpoena or other legal process to testify, produce records, or otherwise participate in any proceeding concerning the Services or the Deliverables provided to the Client:

(a) the Client is liable for all costs of compliance, including, without limitation, professional time (including preparation, waiting, and appearance time) at U.S. Language Services, LLC’s then-current rates, travel and related expenses, administrative costs, and attorneys’ fees and costs incurred in connection with the compulsion, except where the compulsion results from U.S. Language Services, LLC’s own wrongdoing;

(b) upon notice of the compulsion, U.S. Language Services, LLC will provide the Client with an estimate of the total costs of compliance, and the Client will pay the estimated amount in advance, within 5 Business Days of demand and before the compliance activity takes place; advance payment is an absolute obligation of the Client and is not conditioned on completion of the compliance activity;

(c) if the actual costs of compliance exceed the amount paid in advance, the excess is immediately due and payable on demand; if the actual costs are less than the amount paid in advance, U.S. Language Services, LLC will refund the difference within 30 days of conclusion of the compliance activity; and

(d) amounts payable under this clause are not fees for Services, are not subject to the refund policy in clause 11, and do not count toward the fees paid for the affected Services for the purposes of clause 17.1.

8. File Handling, Submission, Retention, and Deletion

8.1 Recordings are retained only as long as needed to perform the Services and are permanently deleted from U.S. Language Services, LLC’s systems no later than 30 days after delivery of the Deliverables. Where a Recording is submitted in connection with a request for a quote and no Accepted Quote results, the Recording is permanently deleted no later than 30 days after the date of the Quote or, where no Quote is issued, after the date of submission. Deliverables are retained for 12 months after delivery, after which they are permanently deleted. U.S. Language Services, LLC may delete any materials earlier where required by law or by an agreed handling restriction, and may retain materials longer where required by law.

8.2 Files are transmitted over HTTPS and stored in a secure environment. Access to stored materials is strictly controlled and only available through time-limited, cryptographically signed URLs generated with a private signing key.

8.3 The Client is solely responsible for retaining its original Recordings and for downloading and preserving the Deliverables upon delivery. U.S. Language Services, LLC has no obligation to maintain copies of any Recording or Deliverable beyond the periods in clause 8.1, and accepts no liability for the unavailability of any materials after those periods.

8.4 U.S. Language Services, LLC is not an evidence custodian. Except where expressly specified in an Accepted Quote or a separate written agreement, the Services do not include chain-of-custody documentation, custody logging, or compliance with any evidence-handling standard, and U.S. Language Services, LLC assumes no custodial duties in respect of any Recording or Deliverable.

9. Production Workflow

9.1 U.S. Language Services, LLC may use software tools in the production of Deliverables, including for preliminary drafting, time-coding, and quality assurance. All Deliverables are reviewed, corrected as needed, and finalized by qualified human linguists, and the Certificate of Accuracy is signed by a human linguist who takes responsibility for the final Deliverable.

10. Payment

10.1 Payment for the Services is due upfront. The Client will pay all applicable fees as specified in the Quote upfront, unless alternative terms of payment are agreed to in the Accepted Quote.

10.2 Where a corrected quote is issued under clause 3.4 and accepted by the Client, the difference owing is payable before issuance of the Deliverables, unless alternative terms of payment are agreed in writing.

10.3 Where alternative terms of payment have been agreed and any amount remains unpaid after its due date, U.S. Language Services, LLC may charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until payment in full.

11. Refund policy

11.1 U.S. Language Services, LLC will provide a refund to the Client in respect of the affected Services if:

(a) Services no longer required: the Client terminates a Contract (or partially terminates a Contract) under clause 16.1 (which permits termination without cause only within 30 minutes of first payment);

(b) Non-Delivery: the electronic Deliverables are not delivered to the Client after 4 Business Days from the delivery date specified in the Accepted Quote (as that date may be extended under clause 3.9), provided that no refund will be made if the Client has not provided all required information or materials to U.S. Language Services, LLC, as requested, in a timely manner;

(c) Deliverables not-as-required: the Deliverables as supplied to the Client are significantly different from the deliverables required by the Client as specified in the Accepted Quote (for example, the Deliverables are in the wrong target language, or a Transcript was ordered with English translation but delivered without it); or

(d) Deliverables contain gross errors: the Deliverables contain gross errors, provided that the Client must first, within the stipulated period (being 10 Business Days from delivery of the Deliverables, unless otherwise stated in the Accepted Quote), request revisions to correct any such errors and identify the errors in the Deliverable. If errors are identified or revisions are requested after the stipulated period, the Client will not be eligible for any refund. Additionally, if minor errors are identified by the Client and corrected within reasonable time by a member of U.S. Language Services, LLC, the Client will not be eligible for any refund.

For the purposes of this clause, the following do not constitute errors in a Transcript: (i) notations applied under clause 3.7; (ii) renderings of speech that the Recording does not permit to be determined with certainty, including disputed words or phrases in unclear, degraded, overlapping, or low-volume audio; (iii) speaker attributions made on a reasonable basis from the audible content of the Recording and information provided by the Client; and (iv) reasonable professional judgments in the rendering of slang, dialect, idiom, or register, where the meaning conveyed is preserved.

No refund will be made under paragraphs (c) or (d) to the extent the matter complained of results from the Client’s inaccurate or incomplete description of a Recording, including its audio quality, number of speakers, or the language(s) spoken in it. U.S. Language Services, LLC’s review of a Recording for quoting purposes does not relieve the Client of responsibility for the accuracy and completeness of its description of the Recording.

11.2 In the event of any monetary refund under clause 11.1, the return payment will be 100% of the amount paid by the Client for the affected Services. Refunds under clause 11.1(a) are subject only to valid termination in accordance with clause 16.1. Refunds on termination accepted under clause 16.2 are governed by that clause. Refunds under clauses 11.1(b), (c), and (d) are subject to the following actions/conditions having been completed/fulfilled, to the extent applicable to the ground of refund claimed, within 10 Business Days of delivery of the relevant Deliverable or, in the case of a refund under clause 11.1(b), within 10 Business Days of the date the refund entitlement arises:

(a) The request for a refund is received by U.S. Language Services, LLC, in writing via e-mail sent to info@uslanguageservices.com; phone calls will not be sufficient. The request for a refund must include: date of commissioning, name of company under which the service was commissioned, name of person the invoice was billed to, the e-mail address used at the time of the commissioning of the required service and the manner in which the service was paid for (e.g., credit card, Apple Pay, Google Pay).

(b) The Client completed the required checklist and provided the information requested by U.S. Language Services, LLC prior to commencement of the Services, including, as applicable: background, overview, audience, language tone, reserved words and glossary terms; and, for Transcription Services, the case or matter reference, names and spellings of known speakers, relevant proper nouns and terminology, and any required format conventions.

(c) Where applicable, the Client has clearly explained why any rectifications proposed by U.S. Language Services, LLC would not be effective.

(d) An undertaking that is endorsed by the Client and submitted to U.S. Language Services, LLC that clearly states that the Client will not use the relevant Deliverables delivered by U.S. Language Services, LLC in part or in whole for personal, business, commercial or any other purposes.

11.3 U.S. Language Services, LLC will endeavor to investigate and where applicable to process refunds within 5 Business Days of receipt of a refund request, but refund requests may take up to 2 weeks to investigate and process. A reply will be sent to the Client after U.S. Language Services, LLC has determined whether a refund is necessary. If U.S. Language Services, LLC determines that the refund request meets the requirements of this clause 11, U.S. Language Services, LLC will notify the Client in writing and advise the payment method that will be used to refund the monies paid.

12. Intellectual Property

12.1 Nothing in this Contract transfers to U.S. Language Services, LLC, ownership of any Intellectual Property in the Source Materials or the Deliverables.

12.2 All Intellectual Property in the processes, methodology and know-how used by U.S. Language Services, LLC in its performance of a Contract are and will remain the property of U.S. Language Services, LLC. Nothing in any Contract transfers to the Client any of U.S. Language Services, LLC’s Intellectual Property.

13. Confidential Information

13.1 The parties recognize and acknowledge the confidential nature of the Confidential Information.

13.2 Neither party may disclose any Confidential Information other than:

(a) to its directors, employees, contractors or subcontractors to the extent necessary in the performance of the Contract;

(b) with the express prior written consent of the other party; or

(c) to its professional advisers.

14. Client warranties

14.1 The Client represents and warrants to U.S. Language Services, LLC that:

(a) it owns or has all necessary rights in the Source Materials to entitle it to submit the Source Materials to U.S. Language Services, LLC and to request the Services and that by doing so the Client is not infringing the Intellectual Property rights of any third party;

(b) it will not submit and has not submitted anything to U.S. Language Services, LLC or to the Websites and will not use anything in respect of its use of the Websites, the Services or otherwise in connection with U.S. Language Services, LLC (whether a device, software or any other thing whether embedded in the Source Materials or otherwise) that will or could interfere with the functioning of U.S. Language Services, LLC’s systems and/or the Websites;

(c) it has authority to enter into and perform and the ability to perform its obligations under this Agreement;

(d) in respect of each Recording submitted for Transcription Services: (i) the Recording was lawfully made or obtained, including with all consents and authorizations required under applicable federal and state laws governing the recording or interception of communications, or the Client otherwise lawfully possesses the Recording; (ii) the Client has the legal right and authority to disclose the Recording to U.S. Language Services, LLC and to request the Services in respect of it, including under any protective order, sealing order, discovery restriction, court rule, or privacy or data protection law applicable to the Recording or its contents; and (iii) the Client has informed U.S. Language Services, LLC of any handling restrictions, protective order conditions, or special requirements applicable to the Recording;

(e) it will use the Deliverables only for lawful purposes; and

(f) where the Client is acting on behalf of another person or entity, it has the authority of that person or entity to submit the Source Materials and to agree to these terms and conditions on their behalf.

14.2 The Client indemnifies U.S. Language Services, LLC against any losses, costs (including legal costs on a solicitor and own client basis), expenses, demands or liability whether direct, indirect, consequential or otherwise, and whether arising in contract, tort (including negligence), equity or otherwise, arising out of a claim by a third party where the claim arises from any breach of the representations and warranties made by the Client in this clause 14, including any claim arising from the making, obtaining, possession, or disclosure of any Recording, or from U.S. Language Services, LLC’s receipt, handling, or processing of a Recording in the course of providing the Services.

15. U.S. Language Services, LLC’s warranties

15.1 U.S. Language Services, LLC warrants that it has authority to enter into and perform and the ability to perform its obligations under this Agreement.

15.2 Except as expressly provided in these terms and conditions, all warranties, terms and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are excluded by U.S. Language Services, LLC to the extent permitted by law.

16. Termination

16.1 The Client may, without cause, terminate a Contract (or, subject to this clause 16.1, part of a Contract) at any time up until 30 minutes after first payment in respect of that Contract has been received by U.S. Language Services, LLC, by giving written notification to U.S. Language Services, LLC within that 30 minute time period. The Client may only terminate part of a Contract where separate pricing is specified in the Accepted Quote for the Services no longer required. Where a Contract is partially terminated under this clause, the Client must, at the time of giving notice of termination, specify the Services that are no longer required.

16.2 After the period in clause 16.1, the Client has no right to terminate a Contract without cause, but may request termination in writing. U.S. Language Services, LLC may accept or decline such a request at its discretion. Where U.S. Language Services, LLC accepts, it will retain the portion of the fees corresponding to the Services performed up to acceptance of the request, as determined from U.S. Language Services, LLC’s records (including, in the case of translation services, the volume of source text processed and, in the case of Transcription Services, the Runtime transcribed and/or translated), and will refund the balance to the Client.

16.3 Where a Contract is terminated before completion of the Services, whether under clause 16.1, clause 16.2, or otherwise: (a) U.S. Language Services, LLC has no obligation to provide any partial, draft, or incomplete work product; (b) no partial, draft, or incomplete work product constitutes a Deliverable for the purposes of these terms and conditions, and no Certificate of Accuracy will be issued in respect of it; and (c) where U.S. Language Services, LLC chooses, at its discretion, to provide any partial work product to the Client, it is provided as a courtesy, “as is,” without certification or warranty of any kind, and clauses 11.1(c) and 11.1(d) do not apply to it.

16.4 Without limiting any other rights or remedies that U.S. Language Services, LLC may have, U.S. Language Services, LLC may terminate the Contract on written notice to the Client if the Client fails to pay any overdue amount within five days following written notice from U.S. Language Services, LLC requiring payment.

16.5 Without limiting U.S. Language Services, LLC’s rights under clause 16.4, either party may terminate the Contract immediately if the other party:

(a) breaches any of its obligations under the Contract and fails to remedy the breach within 20 days of receiving notice requiring the breach to be remedied; or

(b) becomes insolvent or goes into liquidation or has a receiver or statutory manager appointed over its assets or ceases to carry on business or makes any arrangement with its creditors.

16.6 On termination of a Contract:

(a) any amounts due to U.S. Language Services, LLC will become immediately due and payable;

(b) the provisions of the Contract that are by their nature intended to survive termination will remain in full force.

17. Liability

17.1 Subject to clause 17.2, U.S. Language Services, LLC will be liable for direct loss only (excluding loss of business or profits and excluding all consequential loss) up to a maximum of the total fees paid by the Client for the affected Services under the relevant Contract.

17.2 Nothing in these terms and conditions excludes or limits liability that cannot be excluded or limited under applicable law.

17.3 The Client is solely responsible for reviewing each Deliverable for accuracy, completeness, and suitability before any use, including before filing, publication, submission to any court, tribunal, or government agency, or reliance in any proceeding or decision. The Client releases U.S. Language Services, LLC, its officers, employees, and contractors from any claim, loss, or damage arising out of the use, publication, filing, or distribution of any Deliverable, except to the extent of U.S. Language Services, LLC’s liability under clause 17.1.

18. Dispute resolution

18.1 Where any dispute arises between the parties concerning a Contract or the circumstances, representations, or conduct giving rise to the Contract, neither party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 18.

18.2 The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within 14 days of receipt of the notice, give written notice to the first party naming its representative for the negotiations. Each representative nominated will have authority to settle or resolve the dispute.

19. General

19.1 Entire agreement: Each Contract constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of that Contract.

19.2 Amendments: Except as specifically provided, no amendment to a Contract will be effective unless it is in writing and signed by both parties.

19.3 Waiver: No exercise or failure to exercise or delay in exercising any right or remedy by a party will constitute a waiver by that party of that or any other right or remedy available to it.

19.4 Severability: If any provision of a Contract or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of the Contract and its application will not be affected and will remain enforceable to the greatest extent permitted by law.

19.5 Independent contractor: U.S. Language Services, LLC is an independent contractor to the Client and is in all respects independent of the Client. Nothing in any Contract constitutes either party a partner, agent, employee or joint venturer of the other.

19.6 Suspension: U.S. Language Services, LLC may suspend performance of its obligations under a Contract for so long as it is unable to perform for reasons outside of its control.

19.7 Assignment: The Client must not assign its rights under any Contract without the prior written consent of U.S. Language Services, LLC.

19.8 Precedence: In the event of any conflict or inconsistency as between the Accepted Quote and these terms and conditions, unless specified otherwise in these terms and conditions, these terms and conditions will take precedence.

20. Notices

20.1 Notices under each Contract must be in writing and sent by e-mail to info@uslanguageservices.com.

21. Governing law

21.1 Each Contract is governed by and construed in accordance with Delaware law and the parties submit to the non-exclusive jurisdiction of the United States of America courts.