Terms of Service
Last revised: September 27, 2018
Thank you for signing up with Cadence Translate, Inc. ("Cadence")! 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.
Below are the general terms that apply to all users of Cadence's services, as well as those terms that apply specifically to customers and to business advisory service providers. All of the terms stated in these Terms of Service constitute the “Agreement” between you and Cadence. Cadence may change the terms of the Agreement from time to time.
As stated on the Cadence site, whether accessed through our website, when you click the appropriate button to continue with your registration or activity, that action will constitute acceptance of the Agreement. If you have any questions for us concerning the Agreement or Cadence in general, please contact us at email@example.com.
The following terms apply to both customers and language service providers of the Cadence community:
1. Registration. When you sign up for various services offered by Cadence, your registration signifies that all information you provide is completely accurate and true. Cadence reserves the right to accept or reject your registration application and/or application to reserve services for any reason at its discretion.
2. 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.
3. Your Commitments. You agree that you will always comply with the terms of this Agreement and any other policies and standards provided to you by Cadence. You promise Cadence that you have the legal right to enter into this Agreement and to use our services. You promise that your activities with Cadence won’t violate anyone else’s rights. You also agree to comply with all applicable laws and regulations.
4. Confidentiality. You agree that in the course of conducting business with Cadence, and in the course of performing and receiving services that are arranged by Cadence, that you may be exposed to information which is considered by the disclosing party to be confidential (“Information”). As used here, such Information includes but is not limited to trade secrets, know-how, production costs, employee matters, intellectual property, and other matters. You agree that you are to keep all such Information private and confidential.
When the disclosing party is the Cadence customer and the receiving party is the Cadence business advisory service provider, the receiving party shall, at the written request of the disclosing party, destroy any physical and electronic copies of the Information in a prompt and timely manner, and when complete, provide notice to the disclosing party that such Information is destroyed.
If the Cadence customer 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.
5. Disclaimer of Warranty and Limitation of Liability.This Agreement describes all of Cadence’s obligations in the event of any loss or damage resulting from your employment of our services. In order to provide for certain limitations on our liability, we are required to provide the following information in this format:
CADENCE PROVIDES SERVICES THAT ENABLE BUSINESS ADVISORY BETWEEN SERVICE PROVIDERS AND CUSTOMERS. CADENCE DOES NOT PROVIDE BUSINESS ADVISORY SERVICES AND IS NOT RESPONSIBLE FOR ANY OF THE DECISIONS, OUTCOMES, STRATEGIES, ACTS, OR OMISSIONS OF ANY OF THE USERS OF ITS SERVICES.
IN NO EVENT WILL CADENCE BE LIABLE TO YOU FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CADENCE’S LIABILITY UNDER THIS AGREEMENT, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL IN NO EVENT EXCEED THE LESSER OF (X) THE AMOUNTS PAID TO YOU (AS A SERVICE PROVIDER) OR THE AMOUNTS PAID UNDER THIS AGREEMENT OR $1,000.
6. No Agency. Cadence does not intend to appoint you or any other member as its employee, legal agent or to form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of Cadence and Cadence will not make commitments on your behalf, except as contemplated by the marketplace or expressly stated in this Agreement.
7. Indemnification. In the event of any claim for a loss or injury that occurs during the service being rendered as arranged through Cadence, you agree to defend and indemnify Cadence against such claims as required by applicable law.
8. General. This Agreement states the entire understanding between you and Cadence concerning your participation in our services and supersedes any earlier verbal or written communications between us. You may not delegate your legal obligations or transfer any of your rights in whole or in part to any third party without advance written consent of Cadence. You will remain responsible for your obligations hereunder in any event. If any provision of this Agreement is construed to be unenforceable, the remaining provisions will not be affected and will continue in full force and effect. Any modification or waiver of any term of this Agreement must be agreed to in writing by Cadence. Cadence’s failure to exercise any right under this Agreement will not constitute a waiver of any other right Cadence may have. This Agreement and any related claims or disputes will be governed by and construed in accordance with the laws of the State of New York, without regard to any of its conflict of laws provisions.
9. Non-solicitation and Repeat Customers. In the event a customer and a business advisory service provider have a satisfactory service and intend to engage in further services, you agree that all such services can only be arranged through Cadence so long as that service provider is a member of the Cadence community. Such repeat customers agree to have further engagements booked through Cadence, and any arrangement of services not booked through Cadence, whether identical to any prior services rendered or not, shall be viewed as a violation of this Agreement and may result in suspension of cooperation with Cadence, including the withholding of any payments earned but not paid to the business advisory service provider. Notwithstanding the preceding, customers who desire to extend offers of full-time employment to service providers they found through Cadence are encouraged to notify Cadence at firstname.lastname@example.org. The intention of this notification is to acknowledge that Cadence has led to a successful match of a customer to a service provider.
10. Waiver. 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 THE BUSINESS ADVISORY SERVICE PROVIDER (IN THE CASE OF A CUSTOMER) OR THE CUSTOMER (IN THE CASE WHERE YOU ARE A BUSINESS ADVISORY SERVICE PROVIDER) FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF CADENCE'S SERVICES INCLUDING, WITHOUT LIMITATION, A BUSINESS DECISION OR JUDGMENT THAT RESULTS IN IMMATERIAL OR MATERIAL GAINS OR LOSSES, WHETHER FINANCIAL OR OTHERWISE. YOUR WAIVER DOES NOT EXTEND TO ANY DAMAGES OR LOSSES RESULTING FROM ANY PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
11. Cancellation. Participants of the platform are entitled to withdraw without penalty from the request of services as a customer and as a business advisory service provider at any time provided that service has not yet begun being rendered. Once service has begun being rendered, the customer is legally responsible for payment of all services actually performed by the business advisory service provider.
For customers, Cadence does not guarantee that a selected business advisory service provider will be available for a given event requested by a customer, even if such customer has selected the business advisory service provider. In such circumstances, substitutions will be made promptly and, unless explicitly requested by Cadence and accepted by a customer, without fee.
For business advisory service providers, Cadence does not guarantee that a customer will fulfill the scope of circumstances under which the service provider request was submitted. In such circumstances, including but not limited to, rescheduling and cancellations, Cadence may levy fees against the customer dependent upon previously signed agreements between Cadence and the customer. Repeat cancellations on behalf of either a customer or a business advisory service provider will, in Cadence's sole discretion, be deemed as a violation of this Agreement.
Terms for Customers
The following Sections 12-15 apply if you are seeking business advisory services on Cadence’s marketplace:
13. Fees and Losses. You are responsible for paying all fees when they come due. You authorize Cadence to charge any payment cards on file in your account for all amounts due, including but not limited to, security deposits, processing fees, usage fees, fines/penalties, incidental expenses incurred during you use of the business advisory services, and you furthermore represent and warrant that you have the right to make this authorization. Explicitly, you will be responsible for all of the costs relating to travel needs (including accommodation and transportation) for any business advisory service providers. You acknowledge that Cadence may require and hold a deposit as part of the business advisory services being reserved, and that if a deposit is required, you will be affirmatively notified by Cadence and have the option to make the deposit or cancel your reservation. You acknowledge that Cadence may impose late fees for overdue payments.
14. Foreign Corrupt Practices Act. When you utilize a business advisory service through Cadence, you may use the service only for 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 the 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 Cadence customer service at email@example.com.
15. Personal Code of Conduct. You agree to maintain a professional code of conduct at all times with Cadence’s business service providers. Violations of this code of conduct may, at Cadence’s sole and absolute discretion, result in suspension of marketplace participation and privileges with no refunds given for fees already paid for services not yet rendered. If you dispute that such a violation occurred, arbitration proceedings will be initiated by Cadence.
The list of prohibited behavior can be found in the FAQs and 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.
Terms for Business Advisory Service Providers
The following Sections 17-25 apply if you are providing business advisory services through Cadence:
16. 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.
18. Representation and Warranties. You represent that all information you provide related to your professional qualifications, certifications, education, and other relevant details are true and accurate.
19. Service Fees. You will have the ability to set and revise your business advisory services as you choose. Cadence will pay you the amount collected from those who utilize your advisory services, less the applicable fees payable to Cadence, as well as any taxes or similar charges that Cadence collects including credit card processing and foreign exchange conversion fees. You acknowledge that Cadence’s fees may change from time to time. Consult our support page (www.cadencetranslate.com/support) to see the latest schedule for payment disbursements. 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. 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.
20. Taxes. Cadence may, in the future, endeavor to work with third-party firms to calculate, and, if appropriate, pay the appropriate amount of tax owed on any income paid to you as a result of cooperation with Cadence. This may require you to disclose information about any other ongoing employment activities as well as other sources of income and your place of residence. Cadence may withhold payments until that information is received. Cadence will, from time to time and without notice, report to relevant government authorities and other interested parties (such as auditors and investors both current and potential) about the financial disbursements it makes as part of the company's routine business transactions. Any tax consequences arising from such disbursements after the Opt Out will be borne entirely be you.
21. On-going Information Updates. You promise to update the information you have provided to Cadence in the event of any changes to your residence, contact information, or employment status. Specifically with respect to your contact information, Cadence may deliver notices to you at the most recent email address, phone number, and instant messaging application provided by you, and those notices will be considered valid even if you no longer maintain the email account, phone number, or instant messaging application. Also, you are and will be solely responsible for all of the activity that occurs through your account, so please keep your password and account information secure.
22. Affiliation with Cadence. You agree that your relationship with Cadence is in no way an employment relationship. Under no circumstances shall you communicate, convey, imply, state, or express, whether directly or indirectly, that you are a Cadence employee.
23. 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 this Agreement will not have any effect on the disclaimers, waiver, or liability limitations provided under this Agreement and all of those terms will survive any termination of this Agreement.