Terms & Conditions

Last revised: June 24, 2023

Thank you for signing up to be a service provider with Cadence Translate, Inc. ("Cadence")! By accepting these terms, you agree to provide language support services to Cadence’s clients.

This document sets out contractual terms for your participation in our community. The terms are legally binding, so it’s important that you read and understand them.

Registration, Biographical Information, and Privacy

When you register with Cadence, you will have provided several pieces of information, including contact information, a summary of your professional experience and qualification and, potentially, photographs, and audio and/or video recordings of yourself.

Conflicts of interests, which may arise from prior employment by any government entities or as a director of a publicly-traded company, must been disclosed in writing during registration.

Any withholding of an employment relationship that could be construed, at the Cadence’s sole discretion, as a conflict of interest shall discharge Cadence of all accrued payments to you. Cadence reserves the right to accept or reject your registration application and/or application to reserve services for any reason at its discretion.

You agree that all information will be stored indefinitely by Cadence and can be utilized in any marketing material without prior notification or consent by you.

You represent that all information you provide related to your professional qualifications, certifications, education, and other relevant details are true and accurate.

Upon written request by you, Cadence will withhold, modify or delete such information. Please review our privacy policy for further information on how we process your data.

Affiliation with Cadence

You are considered an “independent contractor” and you agree that your relationship with Cadence is in no way that of an employee-employer relationship. Under no circumstances shall you communicate, convey, imply, state, or express, whether directly or indirectly, that you are a Cadence employee. You are not authorized to make any commitments on behalf of Cadence.

Reasonable Efforts

You agree to make all reasonable efforts as a contractor to perform services on behalf of Cadence’s clients. You shall maintain a record of all work undertaken or completed and report regularly to Cadence about progress in performing services.

Fees & Expenses

You shall be paid by Cadence for the services you perform. Cadence reserves the right to withhold or reduce payment amounts in the event it identifies work which does not meet a commercially accepted level of quality or timeliness.

You are solely responsible for any expenses you incur that are only incidental, or partially related, to delivery of the services. If such expenses are directly related to delivery of the services, they shall be preapproved by Cadence, or if not preapproved, submitted for approval by the Company and, upon being approved, paid or reimbursed by the Company in the month after being so approved.

Fees are paid and expenses reimbursed in accordance with our payment policy, which can be found in our Help Center.

Cadence reserves the right to impose reasonable minimums for each payment. To the extent you owe Cadence money for any reason, Cadence also reserves the right to deduct those amounts from your payment.

No Subcontracting

You will not be permitted to utilize other subcontractors, representatives, agents, partners, or colleagues to perform services assigned to you without express written consent received and confirmed by Cadence prior to the services having begun.

This includes, without limitation, inclusion of other parties in meetings, conference calls and events, whether or not the other parties are actively participating or not.

Taxes

You are solely responsible for the payment of any federal, state, provincial, local or any other income tax, payroll tax, employment tax, ad-valorem tax, self-employment tax or any other assessment, charge, tariff or duty occasioned by Cadence’s payments to you.

Cadence will report payments only in a manner required by law and need not, and will not, withhold therefrom any amounts whatsoever, whether for taxes or otherwise. If regional exceptions to this exist, they will be detailed in our Help Center.

Confidentiality

Cadence takes confidentiality extremely seriously. Definition of Confidential Information For the purpose of these terms and conditions, "Confidential Information" refers to any non-public, proprietary, or sensitive information disclosed by Cadence (the "Disclosing Party") to you (the "Receiving Party"), specifically related to the translation services and business operations of Cadence and its clients. It includes, but is not limited to: Translation projects, documents, texts, and files provided by clients; Client lists, contact information, and communication history; Linguistic resources, glossaries, and translation memories; Pricing structures, project budgets, and financial information; Any other information marked or identified as confidential, or that a reasonable person would understand to be confidential in the translation industry.

Obligations of the Receiving Party:

You agree to: Use the Confidential Information solely for the purpose of providing the translation services as outlined in the contract and refrain from using it for any other purpose without the prior written consent of the Disclosing Party Exercise utmost care and diligence to maintain the confidentiality of the Confidential Information and prevent its unauthorized disclosure, dissemination, or use; Restrict access to the Confidential Information to employees, agents, or subcontractors who require access for the purpose of fulfilling the contract, ensuring that each person is aware of the confidential nature of the information and bound by similar obligations of confidentiality; Promptly notify the Disclosing Party in writing of any unauthorized access, use, or disclosure of the Confidential Information and cooperate in any efforts to mitigate the effects of such access, use, or disclosure; Return or securely destroy all copies of the Confidential Information, including any translated materials, upon the termination or completion of the contract, or at the Disclosing Party's request.

Exceptions to Confidentiality

The obligations of confidentiality shall not apply to any information that: i. Was already known to the Receiving Party at the time of disclosure, as evidenced by written records; ii. Becomes publicly available through no fault of the Receiving Party; iii. Is lawfully obtained from a third party without any obligation of confidentiality; iv. Is independently developed by the Receiving Party without reference to or use of the Confidential Information; v. Must be disclosed pursuant to a court order or other legal requirement. However, the Receiving Party shall make reasonable efforts to notify the Disclosing Party prior to such disclosure to allow for appropriate protective measures.

Non-Disclosure of Translated Content:

You acknowledge that the translated content provided by the Disclosing Party's clients is strictly confidential. The Receiving Party shall not disclose, share, or use the translated content for any purpose other than providing the agreed-upon translation services.

Survival of Confidentiality Obligations:

The obligations of confidentiality shall survive the termination or completion of the contract and shall continue indefinitely, ensuring the long-term protection of the Disclosing Party's Confidential Information.

Foreign Corrupt Practices Act

When you provide service to Cadence’s clients, you may only support the discussion and advancement of business matters that are legal in the jurisdictions in which you intend to conduct business. Under no circumstances will any violation of the Foreign Corrupt Practices Act be tolerated. Any use of Cadence services that is an attempt, solicitation, coercion, or outright intention to breach, violate, or circumvent any portion of the Foreign Corrupt Practices Act, whether explicitly or implicitly, shall constitute a violation of these terms of this Agreement and may require Cadence to notify relevant legal authorities. Notwithstanding the preceding, you are further required to meet any laws or regulations regarding company-specific or government-specific guidelines on business interactions, including but not limited to gift-giving and disclosure of meeting for public officials. The list is not meant to be exhaustive. If you have any concerns about your planned use, please contact us at support@cadencetranslate.com.

Disclaimer of Warranty and Limitation of Liability

Cadence provides a service to allow customers and business advisory service providers to connect in an easy and efficient way. Except as expressly provided in this Agreement, Cadence and the applicable business advisory service provider do not intend to take liability with respect to a customer’s use of Cadence or the applicable service being rendered, including such decisions, actions, consequences, and results made from the service being rendered. AS SUCH, YOU WAIVE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST CADENCE AND ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES (THE “CADENCE PARTIES”) AS WELL AS ANY CADENCE CLIENT FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR ENGAGEMENT WITH CADENCE. This waiver does not extend to any damages or losses resulting from any party’s gross negligence or willful misconduct.

Indemnification

You shall indemnify, defend, protect and hold harmless Cadence, including, without limitation, Cadence’s directors, officers, employees, stockholders, agents and representatives (collectively, the “Company’s Indemnified Parties”) from and against any and all losses and damages, including attorneys’ fees, that may be incurred arising out of, or relating to, the services you provide.

Personal Code of Conduct

You agree to maintain a professional code of conduct at all times. Violations of this code of conduct may, at Cadence’s sole and absolute discretion, result in suspension of your account while discharging any accrued payments owed to you. If you dispute that such a violation occurred, arbitration proceedings will be initiated by Cadence. The list of prohibited behavior includes, explicitly, any physical or emotional harm, or threat of harm. This includes, without exception, any advances of a romantic or intimate nature as well as any coercion to consume intoxicating substances.

Non-solicitation and Repeat Customers

You agree that while a member of the Cadence community and for twenty-four (24) months thereafter, you will not, directly or indirectly, solicit the business of, or do business with, any customer, supplier, or prospective customer or supplier of Cadence. Exceptions to this policy must be received in writing by Cadence.

Additional Agreements

If a Cadence client wishes to oblige the Cadence business advisory service provider to enter into a separate confidentiality agreement, then such an agreement may supercede these terms. Regardless of the existence and scope of such a separate agreement, you agree in all cases to hold Cadence harmless for any damages related to disclosure of the Information.

Termination

You may discontinue your involvement with Cadence at any time and Cadence may terminate your account for any reason at any time. Termination of account will not release either party from any obligations incurred prior to the termination. While Cadence may retain and continue to use for its own internal purposes any information previously provided by you, you may request that any and all of your personal information is expunged from our system at any time. Termination of your account will not have any effect on the disclaimers, waiver, or liability limitations described herein and all of those terms will survive any termination of this Agreement.

Incorporation of Additional Terms and Languages.

Additional information may be added in this section from time to time and without notice. Additional languages may be utilized to translate this document. Where there is a discrepancy between versions, the English language version shall prevail.

Governing Law and Consent to Jurisdiction

This Agreement has been made pursuant to, and shall be governed by, the laws of the State of California without regard to any conflicts of law principles.

Information Security Requirements

Contractor agrees to the following documentation requirements as related to the Services: That translated documents remain the property of the owner of the original documents and/or the requester of Services at all times. That, at the conclusion of any single project arranged by Company, Contractor shall delete all relevant documents and records related to the project from all personal devices on which they were stored within 48 hours. The content of the events and/or meetings interpreted shall be in no way transmitted back to Company, with the exception of, from time to time, a qualitative summary that is mandatory for all cloud-based events. The questions for this summary are limited to: • Technical issues (e.g, audio quality) • Timing issues (e.g., duration of event) • Terminology issues (e.g., if there was some particular vocabulary that the translator was not prepared for) • Satisfaction issues (e.g., did the client appear satisfied) That confidential data includes all information divulged during a call or within original documents provided by Company or Company’s clients during the course of a project.