Terms and Conditions

Convey911, LLC 

Master Services Agreement

Standard Terms for Convey911 Software Licensing Agreement

These standard terms and conditions shall apply to and govern any order placed by a Customer for a subscription to Convey911 LLC's software and services.

SOFTWARE LICENSING AGREEMENT

This Software Licensing Agreement (“Agreement”) is made on the effective date("Effective Date”) as specified in your contract, by and between: 

CONVEY911, LLC located at 702A FREDERICK RD, BALTIMORE, MD 21228, and CUSTOMER (“LICENSEE”).

Recitals 

WHEREAS, CONVEY911, LLC desires to provide, and LICENSEE wishes to receive, a license to use CONVEY911 Software as more specifically described in Appendix 1 (the “Software”). NOW, THEREFORE, in consideration of the conditions and covenants set forth hereinafter, it is agreed: 

1. Term of The Agreement

(a) Term. The term ("Term") of this Agreement shall commence upon the Effective Date and shall expire on the date as specified in your contract .

(b) Termination. The Term is subject to termination according Section 11.

2. License Grant; Restrictions on Use

(a) License. Subject to the terms and conditions set forth in this Agreement, so long as LICENSEE is not in breach of any of the terms of this Agreement (including all Appendices attached hereto), CONVEY911, LLC grants to LICENSEE a non-exclusive, non-transferable, access to use CONVEY911, LLC Software during the term, for the purpose specified in Section 2(b), and with the number of user lines (“User Lines”) that are specified in Section 9. The Software shall be supplied to LICENSEE in a Software as a Service web-based environment located at www.convey911.com and with unlimited access per user.

(b) Purpose. The Software is being licensed to LICENSEE for the sole and limited purpose of the delivery of text, video and voice translation during calls for service to the computer aided dispatch callers whom have verbally opted into receiving text notifications or to town employees whom have verbally opted-in to receiving text notifications and only in connection with LICENSEE's police, fire, or EMS activities. LICENSEE and its employees are solely responsible for determining which calls for service would be appropriate for the use of the software.

LICENSEE shall not use the Software for any other purpose whatsoever. LICENSEE shall not use Convey911 for dispatching or any correlated dispatching activities. The Software shall be used only by employees of LICENSEE. Convey911 Software is used for simple communications and translation in real-time only.

(c) Restrictions. LICENSEE shall not (i) make a copy of the Software; (ii) permit any third party, other than LICENSEE'S employees and consultants who have written authorization by the LICENSEE to use the Software; (iii) delete (or permit to be deleted) any identifying marks, copyright or proprietary notices of Convey911, LLC from the Software; (iv) translate, decompile, create, or attempt to create (by reverse engineering or otherwise) the source code from the object code of the Software; (v)adapt, modify, or alter the Software in any way; or (vi) use the Software (or any part of the Software) to create a derivative work. 

(d) Records. LICENSEE should submit letters of preservation to subscribers’ cellular providers if evidence is needed to be retrieved for investigations or court matters. Convey911, LLC will provide a record of text transmission to be downloaded from Convey911 User Interface.

(e) Translator. Convey911, LLC is providing the “Translate” option to assist the LICENSEE in conversing with citizens in languages other than English. Convey911, LLC cannot translate all types of languages and dialects, and therefore may not provide an exact translation. Anyone relying on the Translator function does so at his or her own risk. Convey911, LLC does not make any promises, assurances, or guarantees as to the accuracy of the translations provided. Convey911, LLC and its officers, employees, and/or agents shall not be liable for damages or losses of any kind arising out of, or in connection with, the use or performance of such information, including but not limited to, damages or losses caused by reliance upon the accuracy of any such information, or damages incurred from the viewing, distributing, or copying of such materials.

(f) Title and ownership rights to the Software (and any derivatives including, without limitation, all copies and passwords, and all rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights inherent therein and/or appurtenant thereto) are, and shall remain, the sole and exclusive property of CONVEY911, LLC. CONVEY911, LLC reserves all rights not expressly granted to LICENSEE in this Agreement. CONVEY911, LLC shall remain the exclusive owner of all of CONVEY911, LLC pre-existing technologies, tools, methodologies and processes, including any modifications or enhancements developed thereto, and CONVEY911, LLC shall retain the right to use all ideas, concepts, know-how and techniques developed by CONVEY911, LLC. LICENSEE shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in the Software or any derivatives.

3. Confidentiality 

(a) Definition. “Confidential Information” means the Software and any other information (whether printed, digital, and in any medium) provided by CONVEY911, LLC to LICENSEE.

(b) Degree of Care. LICENSEE shall permit access to the Software only by those of its employees who have a need to know in connection with the License. LICENSEE shall not sell, transfer, publish, disclose, display or otherwise make available any portion of the Software to others, or permit others to access the Software. LICENSEE shall secure and protect the Software in a manner consistent with the maintenance of CONVEY911, LLC's rights therein, and in accordance with the terms of this Agreement, and to take appropriate action by instruction or agreement with its employees who are permitted access to the Software to satisfy its obligations according to this Agreement. LICENSEE shall cooperate with and assist CONVEY911, LLC in identifying and preventing any unauthorized use, copying, or disclosure of the Software. Without limitation of the foregoing, LICENSEE shall give notice to CONVEY911, LLC immediately in the event LICENSEE learns (or has reason to believe) that any person has violated (or intends to violate) the confidentiality of the Software or the proprietary rights of CONVEY911, LLC. LICENSEE will, at LICENSEE's sole expense, cooperate with CONVEY911, LLC in seeking injunctive or other equitable relief against any such person. LICENSEE agrees to maintain the confidentiality of the Software using not less than the same care as LICENSEE uses to maintain the confidentiality of LICENSEE's own most confidential information.

(c) Remedies. LICENSEE acknowledges that the disclosure of any aspect of the Software or any other Confidential Information, or any information which at law or equity ought to remain confidential, shall immediately give rise to continuing irreparable injury to CONVEY911, LLC that is not adequately compensable in damages at law. CONVEY911, LLC shall be entitled to obtain immediate injunctive relief against the breach (or threatened breach) of any of the foregoing confidentiality undertakings (without the necessity of posting of a bond), in addition to any other legal remedies which may be available. LICENSEE hereby consents to the issuance of an order granting injunctive relief.

4. Hardware; Operating Systems

(a) LICENSEE is solely responsible for (i) acquiring and installing any hardware or software (“Equipment") necessary for LICENSEE to operate the software; and proper operation of the Software on the Equipment in conjunction with LICENSEE's operating system and server software. CONVEY911, LLC has the right to examine the Software at LICENSEE's business premises upon reasonable notice at any time during the Term.

5. Limited Warranty 

(a) Scope. Convey911, LLC warrants that for ninety (90) days from the date rollout of the Software (“Warranty Period”): (i) the Software's functionality will substantially conform to the Functionality Description of the Software as specified in Appendix 1 (“Functionality Description"), and (ii) the digital or electronic media upon which the Software is distributed are free from defects in materials and workmanship. 

(b) Limitations. Convey911, LLC shall not be responsible for failure of the Software to function according to the Functionality Description, if the failure results from LICENSEE's use of the Software with other software or hardware. Convey911, LLC does not warrant that: (i) the use of the Software will be uninterrupted or error free; (ii) the Software will meet LICENSEE'S needs beyond the scope of the Functional Description.

(c) Defects. Any claim that the Software fails to function in accordance with the Functionality Description (a “Defect”) shall be made within the Warranty Period by providing written notice specifying the particulars and details of the purported defect.

(d) Disclaimer. This is a limited warranty. This is the only warranty made by Convey911, LLC expressly disclaims, and the LICENSEE hereby expressly waives, all warranties (expressed or implied) including (without limitation) warranties of title, warranties of merchantability, warranties of fitness for a particular purpose, and warranties as to any results to be obtained from any use of the software (or information derived therefrom). 

6. Limitation of Liability

(a) Limitation. CONVEY911, LLC'S liability for all causes whatsoever arising under this Agreement shall be limited to LICENSEE's actual damages, in an amount not to exceed the sum of all Licensee Fees paid by LICENSEE under this Agreement. 

(b) No Responsibility for Third-Party Software and Equipment. CONVEY911 COMMUNICATIONS, LLC makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of any third-party software or equipment, including their ability to integrate with the software, CONVEY911, LLC shall have no liability for any third-party software or equipment.

(c) Allocation of Risk. CONVEY911, LLC shall have no liability with respect to its obligations under this agreement (or otherwise) for consequential, exemplary, special, indirect, incidental, or punitive damages (including lost profits), even in if it has been advised of the possibility of such damages. This limitation applies to all causes of action or claims in the aggregate, including (without limitation) breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and other torts. Both parties understand and agree that the remedies, expulsions and limitations set forth in this agreement allocate the risks of production nonconformity between the parties as authorized by the uniform commercial code and / or applicable laws. The license reflects, and is sent in reliance upon, this allocation of risk and the exclusion of consequential damages and limitations of liability set forth in this agreement. 

(d) Special Condition. CONVEY911, LLC shall have no liability to LICENSEE for any reason whatsoever if, at the time, the alleged liability occurred, and an Agreement was not in effect.

7. Indemnification 

(a) Licensee agrees to indemnify CONVEY911 Communications, LLC and its stockholders, directors, officers, employees, agents and affiliates from and against any and all losses, suits, damages, claims, and expenses, including reasonable attorney's fees and costs, arising out the Licensee’s negligent acts or omissions in connection with the use of the software.

(b) Licensee agrees hold harmless CONVEY911, LLC and its stockholders, directors, officers, employees, agents, and affiliates from and against any and all losses, suits, damages, claims, and expenses, including reasonable attorney's fees and costs, arising out of or in connection with the use of the Software or the Confidential Information other than in strict accordance with the provisions of this Agreement, or the breach by LICENSEE of any obligation to be performed by LICENSEE pursuant to this Agreement.

8. License Fee and Payment

The fees, payment terms, and billing cycles for the services provided by CONVEY911, LLC will be as specified in the individual contract entered into between CONVEY911,LLC and the LICENSEE. These terms may include, but are not limited to, license fees, subscription fees, usage fees, and other applicable charges.

Unless otherwise stated in the Agreement:

• All payments are due in full within the timeframes specified in the Agreement.
• CONVEY911, LLC reserves the right to suspend or terminate access to the services in the event of non-payment.
• Late payments may incur additional fees, as outlined in the Agreement.

9. Licensing Quantities 

(a) User Licenses. Subject to the terms of this Agreement, the number of User Licenses granted by CONVEY911, LLC to LICENSEE is specified in your individual contract.

10. Maintenance Agreement 

LICENSEE may purchase additional onsite training at any time.

11. Termination

(a) Breach. Both parties shall have the right to terminate this Agreement if either party breaches any provision of this Agreement, or such breach continues for more than thirty (30) days after the either party is notified in writing of such breach. 

(b) Termination Without Cause. Either party may terminate this Agreement for a reason or no reason upon 30 days notice to the other party.

(c) Effect of Termination. Expiration of this Agreement the License (and all other rights, and licenses and privileges granted to LICENSEE in this Agreement) shall immediately and automatically terminate. Within 30 days after termination,  CONVEY911, LLC, shall disable LICENSEE’s user account and supply a certification to LICENSE certifying to such. All prior fees paid will not be reimbursed to Customer and any outstanding fees owed by Customer will be paid in full to CONVEY911, LLC.

12. Survivability

All provisions of this Agreement relating to CONVEY911, LLC's proprietary rights, disclaimers, and limits of liability or duty, confidentiality, non-disclosure, LICENSEE's actions upon termination, payment of License Fees, and indemnification by LICENSEE shall survive the expiration or the termination of this Agreement for any reason.

13. General Provisions 

(a) Assignment and Sub-licensing. LICENSEE shall not assign this Agreement or sub-license the Software or the License. Any attempt to sub-license, assign, or transfer the Software, the License, or any other rights granted in this Agreement, shall be null, void, and of no legal force or effect. 

(b) Licensee Identification. CONVEY911, LLC may use the name of and identity of LICENSEE as a customer in advertising, publicity, or similar materials distributed to prospective customers. Unless, otherwise told not to upon review of this agreement.

(c) Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control. The foregoing provision shall not be construed to relieve LICENSEE of its obligation to make payments due under this Agreement. 

(d) Binding Effect; Benefits. This Agreement will be binding on, and inure to the benefit of, the parties (and their respective successors and assigns). 

(e) Invalid Provisions. If a provision of this Agreement is ever held by a court having competent jurisdiction to be illegal, invalid, or unenforceable, and if the rights or obligations of any party under this Agreement will not be materially and adversely affected, (a) the provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision, or by its severance, and (d) in lieu of the illegal, invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to sucH illegal, invalid or unenforceable provision as may be possible. 

(f) Entire Agreement. This Agreement constitutes the entire agreement among the parties, and supersedes all previous agreements between the parties relating to its subject matter. No amendment or modification of this Agreement will be deemed effective unless signed in writing by both parties. 

(g) Counterparts. This Agreement may be signed in one or more counterparts, each of which will be considered an original, but all of which will be considered one and the same Agreement. This Agreement will become effective when one or more of such counterparts have been signed by each party and delivered to each other party. Any signature delivered by a party by facsimile transmission will be deemed to be an original signature. 

(h) Notices. Any notice to a party will be conclusively deemed to have been received by and to be effective on the date on which personally delivered at the address for each such party set forth in the Preamble of this Agreement (or such other address as will be furnished to the other party by notice) or, if sent by certified mail, return receipt requested, on the third business day after the day on which mailed to said address. 

(i) Modifications in Writing. No modification, amendment, or waive of any provision of this Agreement will in any event be effective unless in writing and signed by the party granting such modification, amendment, or waiver. 

(j) Failure to Exercise Rights. No failure or delay on the part of the Agent in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will a single or partial exercise preclude any exercise of any other right, power, or privilege. 

(k) Drafting. The customary rule of construction, by which ambiguities are construed against the drafting party, will not apply to this Agreement.

- [End of Convey911, LLC Master Services Agreement Terms & Conditions] -

Language Services Agreement

Standard Terms for Convey911 Language Services Agreement

These standard terms and conditions shall apply to and govern any order placed by a Customer for Convey911 LLC's language services, including language access and human interpretation.

This LANGUAGE SERVICES AGREEMENT (“Agreement”) is made and entered by and between CONVEY911, LLC ("Convey911"), a Maryland LLC , and  Client. The parties agree that the terms and conditions below (collectively, the “Agreement”) shall apply to the telephone, mobile app and video language services ("Interpreter Services") provided by Convey911 to Client.

RECITALS

WHEREAS, Convey911 offers Language Interpretation and Translation Services to individuals and entities; 

WHEREAS, Client requires such Language Services when providing Services to community members, citizens, patients or customers; 

WHEREAS, Convey911desires to provide Client with Interpreter Services, and Client desires to purchase from Convey911 these Interpreter Services, upon the terms and conditions herein.  

NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 

1. Interpreter Services.  Upon request, Convey911 shall provide to Client qualified interpreters for Interpreter Services (“Interpreter Services”). Client shall be responsible for ensuring that ONLY authorized qualified employees and/or contractors have access to Convey911’s systems. Client shall be solely and fully responsible for charges resulting from use of its Client access codes, whether or not such use is authorized, and shall indemnify and hold harmless Convey 911 from any and all claims, costs, fees, expenses, and monetary damage awards or settlements arising from any unauthorized use of the Client access codes to Convey911’s systems. Client represents that (i) Interpreter Services shall be used for its own internal purposes and not for resale and (ii) Client shall not use the Interpreter Services in any manner that may violate this Agreement or any applicable statute or government regulation. Convey911 Services shall have the right to terminate this Agreement for any violation of this Section. Client shall indemnify, defend and hold Convey911 and its affiliates, and their respective successors harmless from any government or other third-party claim or action whatsoever arising from the use of Interpreter Services in any manner prohibited by this Section.

1.1 Over the phone interpretation (OPI): Convey911 shall issue to client as many access codes as required by Client to track usage by division, facility or department. To access OPI services, Client shall call Convey911’s contact center and enter the access code when prompted to do so. If Client elects to remove the requirement for access codes, a dedicated toll-free number will be issued to client. Client shall be solely responsible for the use or abuse of Interpreter Services provided to unauthorized users that access the given toll-free number. Customized prompts shall only be available on dedicated toll-free numbers. Billing for this service has no minimum time requirements. 

1.2 Video remote interpretation (VRI): To access VRI services, client shall log into the VRI platform and select the desired language. The platform is available on any internet-powered device with a camera and microphone. Access codes may be necessary based on account set up. Billing for this service has no minimum time requirements

2. Interpreter Qualifications and Standards. Convey911 and its interpreters providing Interpreter Services under this Agreement shall comply with all federal, state, and local policies regarding licensing requirements for language interpreters, as applicable. Convey911also warrants and represents that all interpreters who provide Interpreter Services under this Agreement shall satisfy the following requirements: 

2.1 At all times, interpreters shall be impartial and unbiased and shall refrain from conduct that may give an appearance of bias. Interpreters shall not allow personal opinions to interfere with assigned duties, add unsolicited comments, and/or make recommendations except to assist communication.

2.2 Interpreters shall be able to accurately and idiomatically turn the message from the source language into the target language without any additions, omissions or other factors that alter the intended meaning of the message from the speaker.  

2.3 Interpreters shall be able to communicate effectively, including appropriate delivery and poise.

2.4 Interpreters shall demonstrate high professional standards and demeanor. 

2.5 Each interpreter shall immediately convey any reservations about his/her ability to successfully complete the assignment for Client, and the interpreter shall decline any assignment he/she deems to be beyond his/her technical knowledge or linguistic ability.

2.6 Each interpreter shall disclose any real or perceived conflict of interest. He/she shall not take personal advantage, financial or otherwise, of information obtained in the course of providing Interpreter Services under this Agreement.  

2.7 Each interpreter shall complete any and all orientation or training reasonably required by Client.

2.8 Upon request from Client, each interpreter shall sign a confidentiality agreement.  

3. Interpreter Replacement. If Client, in its sole and exclusive discretion, determines that the assigned interpreter is not able to carry out the duties described in this Agreement, poses any threat or danger to Client patients or employees, and/or is otherwise unacceptable, Convey911 shall promptly provide a qualified replacement interpreter, if a replacement interpreter is available within the required timeframe. 

4. Availability. Interpreter Services may not be available at all times due to interruptions, technical problems, system upgrades, or whenever the work order involves a language of lesser diffusion. Convey911 shall in its sole discretion assign and manage interpreter availability to meet Client’s expressed needs for each work order. The following conditions shall apply:

4.1 On Demand Access. Client shall be given access to interpreters on demand 24/7/365 in all popular languages spoken in Client’s market or service area. 

4.2 Scheduled appointment(s). Client shall submit a work order for appointments where the interpreter is needed at a specific time in the future, or whenever the language needed is of lesser diffusion. 

4.3 Work Order Fulfillment Notifications. Convey911shall notify Client via the service requester’s email once an interpreter has been assigned to a work order. If an interpreter is not available, Convey911 shall notify client as soon as possible. Client shall inform Convey911 when creating the work order if Client prefers an availability notification that is greater or less than the time noted in the cancellation period.

5. Translation. For the purpose of this agreement, translation refers to the transfer of information from one language to another in written form. All translation requests must be sent to Convey911’s Translation Division for an estimate. All estimates shall be provided to the client at no cost. Client shall approve each estimate in writing prior to the start of the translation project. Standard rates for translation shall be provided, in an addendum, if the client presents an ongoing need. 

6. Translation Standards. Convey911 and its translators providing translation and localization of written content under this Agreement shall comply with all federal, state, and local policies regarding licensing requirements for language translation and localization, as applicable. Convey911 also warrants and represents that all translators who provide translation and localization services under this Agreement shall satisfy the following requirements:  

6.1 All documents shall be translated at the lowest comprehension level consistent with the original (English) document.

6.2 Unless a specific dialect is selected, all documents shall be translated so that the material is understandable to the broadest groups and greatest numbers of individuals speaking different dialects or variants of the target languages as is reasonably possible.

6.3 Convey911 shall ensure that its translators provide culturally sensitive translations that will not offend the target populations.

6.4 Convey911 shall ensure that a second translator shall manually proof-read all translated documents to assure correct spelling, accuracy, and continuity.

6.5 All translations shall be regarded as confidential and maintained in a HIPAA compliant environment. 

7. Term. This Agreement shall commence on the Effective Date and shall remain in effect on a monthly basis. This agreement shall be automatically renewed for one-year periods unless either party provides written cancellation notice to the other at least sixty (60) days notice. Upon receipt of a timely cancellation notice by either party, this Agreement shall terminate.

8. Primary Vendor Status. During the term of this Agreement, Client agrees to use Convey911 as its primary vendor for all services described herein. Client may use any other vendor for these services if Convey911 is unable to provide.

9. Termination With Cause. In the event either party defaults in the performance of any of its covenants or undertakings contained in this Agreement, and the default continues and is not corrected within sixty (60) days after the receipt of written notice thereof from the non-defaulting party, specifying the default and requesting correction of the default, the non-defaulting party may thereafter immediately terminate this Agreement by delivering written notice to such effect to the defaulting party.

10. Termination Without Cause. Either party may terminate this Agreement upon sixty (60) days prior written notice to the other party.  If the Client initiates the termination process, Client shall pay in full any remaining balance of the contracted amount as indicated in Exhibit A of this Agreement. Should Convey911 terminate this Agreement under this Paragraph 7, it shall honor and complete any and all assignments scheduled prior to issuance of the notice of termination, unless Client requests otherwise.

11. Payments. Client shall pay Convey911 monthly on Net 30 terms unless otherwise stated in the signed proposal or master services agreement. 

12. Intellectual Property. Neither the Agreement, nor Client’s use of Convey911’s Services provides Client with any right, title, or interest in or to the Software, or any of the other technology, systems, processes or other aspect of the Services, including but not limited to any intellectual property rights of Convey911. Client expressly agrees that it shall not seek, and is expressly prohibited from asserting or filing, registrations and/or applications for ownership or intellectual property rights in the Software or the Services in any country, nation, or jurisdiction throughout the world, and is prohibited from copying, decompiling, reverse engineering, disassembling, modifying, or creating derivative works of the Software, the Interpreter Services, or any aspect thereof, and Client agrees that it shall not do so.  This provision shall continue to apply after the Agreement ends.

13. Relationship of Parties. The relationship between Convey911 and the Client is an independent relationship, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint ventures. Convey911shall, at all times, maintain its status as an independent contractor and both parties acknowledge that neither is an agent, partner or employee of the other for any purpose. Each party shall be responsible for paying its own payroll taxes, disability insurance payments, unemployment taxes, any employee benefits (if applicable) and other similar taxes, benefits or charges. Neither party is authorized to act as the agent of the other, nor shall either party be bound by the acts of the other. 

14. Publicity. Upon Convey911’s reasonable request, Client shall provide a written or recorded testimonial regarding Convey911’s Services. Any feedback given may be used in Convey911’s marketing efforts. Client shall have final approval of all written or recorded testimonials prior to use by Convey911. Convey911may use Client as a contact reference in procurement opportunities to render testimony to its customer service quality and character.

15. Confidentiality. Convey911shall not disclose any information from Client's communications that expressly is identified by Client as being confidential. Convey911also agrees that it may use such confidential information only for purposes specifically contemplated in this Agreement, and shall treat it with the same degree of care as it does its own confidential information, but with no less than reasonable care. These obligations do not apply to information which is not expressly identified as being confidential or that was public at the time of such disclosure, or becomes generally known to the public through no act or omission of Convey911. If Convey911, its agents or employees have been requested or are required (by discovery request in a litigation, subpoena, civil investigative demand or similar process) to disclose any such communications or else stand liable for contempt or suffer other legal censure or penalty, then Convey911, its agents or employees so compelled may disclose such information pursuant to that request or requirement without liability hereunder. 

16. Assignment. Either party may assign this Agreement to a successor company without consent, provided that the successor company ratifies and assumes this Agreement in its entirety and prompt notice of the assignment is provided to the non-assigning party. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 

17. Force Majeure. A party is not liable under this Agreement for non-performance or delayed or interrupted performance caused by events or conditions beyond that party’s control if the party makes reasonable efforts to perform. This provision does not relieve the Client of its obligation to make all payments then owing when due.

18. Limited Warranties. Convey911shall perform the Services covered by this agreement to Client in a professional manner consistent with industry standards. Convey911makes no other representation, warranty or guarantee, express or implied, of any kind, and Convey911specifically disclaims any warranty or condition of merchantability or fitness for a particular purpose. Client acknowledges that interpretations, translations, and localizations may not be entirely accurate in all cases and that events outside of the control of Convey911may result in incomplete or interrupted service. 

19. Entire Agreement. This Agreement and any exhibits referenced herein constitute the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral.

20. Notices. Any notices permitted or required by this Agreement shall be deemed made on the day personally delivered in writing or mailed by certified mail, postage prepaid, to the other party at the address set forth below or to such other persons and address as either party may designate in writing. If using e-mail notification, any notices permitted or required by this Agreement shall be deemed made on the day that a read confirmation is received by the sending party from the responding party.

If to Convey911: Convey911, LLC, 702A Frederick Rd, Baltimore, MD 21228

21. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Maryland and the venue for any dispute arising out of this Agreement shall be the courts serving the City of Baltimore, MD. 

22. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

23. Amendments. This Agreement may be amended, supplemented or changed only by an agreement in writing signed by both of the parties.  

24. No Third Party Beneficiaries. This Agreement shall inure to the benefit of, and be binding upon, the parties, their successors and assigns.  No third party beneficiary rights, or benefits whatsoever, are expressly or impliedly provided herein.

26. Compliance. Each party shall render all Services herein in accordance with applicable federal, state and local laws and regulations relative thereto.

- [End of Convey911, LLC Language Services Agreement Terms & Conditions] -