Terms of Service
Effective: August 17, 2023
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION THAT REQUIRES, UNLESS YOU OPT OUT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND DCLS, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. THESE TERMS ALSO CONTAIN A CLASS ACTION WAIVER PROVISION AND JURY TRIAL WAIVER PROVISION THAT REQUIRE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU TO EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING.
These Terms of Service ("Terms") are between a business, organization, or other legal entity ("Customer," "you," or "your") and DC Language Solutions LLC ("DCLS," "we," "our," or "us") and govern your use of our Services unless you and DCLS have entered into a written Master Subscription Agreement ("MSA"), in which case such MSA will govern your use of our Services and not these Terms. As used in these Terms, “Services” means our on-demand audio interpretation ("On-Demand OPI") and on-demand video interpretation ("On-Demand VRI") services and related services, including technical support. DCLS and Customer may hereinafter be referred to individually as “Party” and collectively as “Parties.”
1. Acceptance of Terms. By accessing or using the Services, clicking a button, or checking a box indicating acceptance of these Terms, you signify that you have read, understood, and agree to be bound by these Terms. Furthermore, you represent and warrant that you have the authority to bind the entity of which you are a representative, your acceptance of these Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity, its directors, officers, employees, agents, and all associated individuals.
2. Changes to Terms. We may update these Terms from time to time, at our sole discretion. We will notify you of any changes to these Terms by posting the updated Terms on our website. It is your responsibility to review these Terms regularly and to remain informed of any changes to them. You agree that your continued use of the Services after such changes have been published will constitute your acceptance of such revised Terms.
3. Scope of Use
3.1. Creating an Account. You must select a subscription plan (“Subscription Plan”) to register for an account providing access to the Services (“Account”). You agree to (1) not share your Account or transfer any part of it to anyone else; (2) provide accurate, current, and complete information during the registration process and keep your Account up-to-date; and (3) keep your password secure and confidential. You agree to notify us immediately of any unauthorized use of your Account, and you acknowledge that you are fully responsible for all activities that occur under your Account. We are not liable for any losses by any party caused by unauthorized use of your Account. You agree to keep your contact and billing information up-to-date and to comply with all billing procedures, including providing and maintaining accurate billing information. Your Account is non-transferable and may not be sold, combined, and/or otherwise shared with any other entity.
3.2. Use of Services. You agree that you are solely responsible for ensuring that your use of the Services complies with all applicable laws, rules, and regulations. We retain the right, at our sole discretion, to deny use of the Services to anyone, at any time, for any reason.
3.3. Availability. On-Demand OPI (for all applicable languages) and On-Demand VRI (for Spanish and American Sign Language only) are available 24/7. On-Demand VRI for all other applicable languages is available from 8:00 a.m. to 8:00 p.m. (Eastern Time), Monday through Friday. While we make reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services or access to your Account due to circumstances both within our control and outside of our control. You acknowledge that we may, at our sole discretion, utilize any arrangement we deem appropriate with respect to the performance of the Services.
3.4. Usage Limitations. Depending on your Subscription Plan, you may be subject to certain limitations ("Limits"), such as Limits on the number of users under your Account and/or available languages. We reserve the right to charge or invoice you for any usage exceeding your Limits, including upgrading you to a higher Subscription Plan that aligns with your then-current usage, as applicable, commencing on the first day of the month in which your usage exceeded your Limits. You agree to pay for all applicable charges incurred as a result of exceeding your Limits.
4.1. Recurring Charges. YOU AUTHORIZE US OR OUR AGENT TO CHARGE YOUR PAYMENT METHOD ON A RECURRING MONTHLY BASIS (“AUTHORIZATION”) FOR (1) THE APPLICABLE SUBSCRIPTION PLAN CHARGE; (2) ANY AND ALL APPLICABLE TAXES; AND (3) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE IMMEDIATELY PRECEDING MONTH (collectively, "Fees"). Fees are payable by credit card or bank account in U.S. dollars. On the Payment Date (as defined in Section 4.3, below), you agree to pay and assume responsibility for all Fees in accordance with your chosen Subscription Plan, as published on our website on the date of your initial acceptance of these Terms. You further agree that your Subscription Plan will automatically renew every month and that your Authorization will continue until you cancel as set forth in Section 4.4. We reserve the right to change the Fees in advance of the Renewal Day (as defined in Section 4.3, below) coming into effect.
4.2. Invoicing. We may choose to bill through an invoice, in which case, full payment must be received by us within thirty (30) days of the invoice date, or the Services may be suspended. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. If you dispute any charges, you must provide written notification to us within thirty (30) days of the invoice date, or such charges shall be deemed valid and due.
4.3. Billing Cycle. Your Subscription Plan provides month-to-month access, with charges being made on the first day of each month ("Payment Date" or "Renewal Day"). If the Payment Date falls on a weekend or a holiday, charges may be processed on the next business day.
4.4. Cancellation. You may cancel your Subscription Plan at any time by notifying us in writing via email at email@example.com or U.S. Mail at 12929 Esworthy Road, North Potomac, MD 20878. If you cancel your Subscription Plan before an upcoming Renewal Day, you will have access to your Account and agree to pay all Fees through the end of the then-current month; you will not receive a pro-rated refund.
4.5. Failed Charges. If your credit card or bank account on file is closed or if, for any reason, a charge is rejected, you agree to contact your credit card issuer or bank to resolve the issue or contact us to update your payment method. If you fail to provide a resolution or update your payment information promptly, we will send you an invoice for the amount due. You must pay the amount due in full within fifteen (15) days of the date of the invoice. Unpaid amounts are subject to a late charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Services. We may, without liability to you, disable your password, Account, and access to all or part of the Services if any Fees owed are not paid within sixty (60) days after such fees first become due and payable under these Terms. In the event of the foregoing, we shall not be obligated to provide any and/or all of the Services until such Fees are paid in full. Accounts that have been terminated may be reactivated if valid payment information is provided and the credit card or bank account can be successfully processed for all charges accrued on the Account since the failed charge.
5. Confidential Information
5.1. The term "Confidential Information" shall mean any confidential or proprietary business, technical, or financial information or materials of a party ("Disclosing Party") provided to the other party ("Receiving Party") in connection with these Terms, whether orally or in physical form. Confidential Information does not include information that (1) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed to the Receiving Party in connection with these Terms; (2) was or becomes public domain other than by the fault of the Receiving Party; (3) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not at the time under any obligation to maintain its confidentiality; or (4) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of, or reference to any Confidential Information.
5.2. The Receiving Party shall (1) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with these Terms; (2) except subject to its compliance with applicable law, not disclose or permit access to Confidential Information other than to its or any of its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors ("Representatives") who need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with these Terms, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (3) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care.
5.3. If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights and provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole expense, in opposing or seeking protective limitations on disclosure.
6. Disclaimer of Warranties
6.1. DISCLAIMER OF WARRANTIES. THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY DCLS TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS. DCLS DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY, AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH DCLS EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, DCLS AND/OR ITS LICENSORS, PARTNERS AND PROVIDERS MAKE NO WARRANTY THAT (1) THE SERVICES AND/OR CONTENT WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, AND/OR ERROR-FREE; (2) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; (3) ANY CONTENT AND/OR SOFTWARE AVAILABLE AT AND/OR THROUGH THE SERVICES IS FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS; AND/OR (4) DCLS WILL BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM DCLS AND/OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
6.2. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DCLS AND/OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7. Limitation of Liability
7.1. LIMITATION OF LIABILITY. IN NO EVENT WILL DCLS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR (1) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA, AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF DCLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND/OR (2) ANY BUGS, VIRUSES, TROJAN HORSES, AND/OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS, AND/OR OMISSIONS BY DCLS, ITS EMPLOYEES, REPRESENTATIVES, AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH STATES, DCLS' LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7.2. YOU WAIVE THE RIGHT TO ASSERT A CLAIM AGAINST DCLS MORE THAN TWELVE (12) MONTHS AFTER THE FIRST EVENT OR FACT THAT GAVE RISE TO THE CLAIM.
7.3. DCLS' MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE AMOUNT PAID BY YOU TO DCLS IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DCLS AND YOU.
8. Indemnification. You agree to indemnify and hold harmless DCLS, our affiliates, and each of our respective directors, officers, employees, shareholders, and agents (collectively, the "Indemnified Parties") against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, "Losses") to which the Indemnified Parties may become subject and which Losses arise out of, or relate to, these Terms, your use of the Services, your user data, or your breach of any confidentiality obligation, and will reimburse the Indemnified Parties for all legal and other expenses, including, but not limited to, reasonable attorney's fees incurred by the Indemnified Parties, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which the Indemnified Parties may be a party.
9.1. Waiver. You hereby forever discharge and release us, our affiliates and each of our subsidiaries and their respective employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to (1) the Services; (2) any inaccurate, incomplete, unreliable, illegal or infringing content posted on the Services, whether caused by us or any user of the Services, or by any of the equipment or programming associated with or utilized in the Services; (3) the conduct, whether online or offline, of any user; (4) any injury, loss or damage caused by another user or user content posted on the Services, whether online or offline; and (5) any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access to, and/or alteration of, the Services users’ communications.
9.2. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
10. Arbitration Agreement
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH DCLS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION (NO. 10) OF THESE TERMS SHALL BE REFERRED TO AS THE "ARBITRATION AGREEMENT."
10.1. Binding Arbitration. You agree that any and all disputes or claims relating in any way to your access or use of the Services, any advertising or marketing communications regarding the Services, or any aspect of your relationship with DCLS (collectively, “Claims”) will be resolved by binding arbitration, rather than in court, except that (1) you or DCLS may assert Claims in small claims court if your Claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or DCLS may seek injunctive or other equitable relief in court for infringement or other misuses of intellectual property rights or other proprietary rights. This paragraph shall apply, without limitation, to all claims that arose or were asserted before or after your agreement to these Terms.
10.2. Informal Resolution. Before either Party demands arbitration against the other, the Parties agree to personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Claims. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The Party initiating the Claims must give notice to the other Party in writing of its intent to initiate an informal dispute resolution conference, which shall occur within sixty (60) days after the other Party receives such notice unless an extension is mutually agreed upon by the Parties. To notify DCLS that you intend to initiate an informal dispute resolution conference, you may email firstname.lastname@example.org, providing your name, telephone number, email address, and a description of your Claims. In the interval between either Party receiving such notice and the informal dispute resolution conference, the Parties shall be free to attempt to resolve the initiating Party’s Claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the informal dispute resolution process required by this paragraph.
10.3. Arbitration Procedures. Arbitrations shall be governed by the Federal Arbitration Act and shall be administered by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules ("AAA Rules") as modified by the version of this Arbitration Provision that is in effect when you notify DCLS about your Claims. You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). If there is a conflict between this Arbitration Agreement and the rest of these Terms, this Arbitration Agreement shall govern. If there is a conflict between this Arbitration Agreement and the AAA rules, this Arbitration Agreement shall govern. If the AAA will not administer a proceeding under this Arbitration Agreement as written, the Parties shall agree on a substitute arbitration organization. If the Parties cannot agree, the Parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Agreement as written applying the AAA Consumer Arbitration Rules. A single arbitrator will resolve the Claims. Unless you and DCLS agree otherwise, any arbitration hearing will take place in the State of Maryland.
10.4. Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. All disputes regarding the payment of arbitrator or arbitration organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and DCLS. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and DCLS. The arbitrator’s award may be entered in any court having jurisdiction over the Parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
10.5. Waiver of Jury Trial. YOU AND DCLS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and DCLS are instead electing to have claims and disputes resolved by arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
10.6. Waiver of Class or Consolidated Actions. YOU AND DCLS AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor DCLS are entitled to arbitration, and instead the Claims shall be resolved in a court located in the State of Maryland.
10.7. Opt-Out. You may opt out of this Arbitration Agreement. If you do so, neither Party can force the other to arbitrate as a result of these Terms. To opt out, you must notify us in writing via email at email@example.com or U.S. Mail at 12929 Esworthy Road, North Potomac, MD 20878 no later than thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your full name and address and a clear statement that you wish to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
11. Litigation Class Action Waiver. To the extent allowed by applicable law, separate and apart from the Arbitration Agreement, you agree that any proceeding to litigate in court any dispute arising out of or relating to these Terms, whether because you opted out of the Arbitration Agreement or any other reason, will be conducted solely on an individual basis, and you agree not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney general action, or in any proceeding in which you act or propose to act in a representative capacity ("Litigation Class Action Waiver"). You further agree that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void, or voidable, the remainder of these Terms shall remain in full force and effect.
12. General Provisions
12.1. Assignment. You may not assign your rights under these Terms to any other party without our express prior written consent. DCLS may assign its rights under these Terms without condition. These Terms will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
12.2. Force Majeure. Neither Party shall be liable or responsible in any way for any loss, injury, and/or damage arising out of or relating to any failure of performance and/or delay resulting directly or indirectly from any cause that is beyond the Parties' reasonable control, including but not limited to fire, explosion, lightning, power surges or outages, strikes or labor disputes, acts of God, civil disturbances, acts of civil or military authorities, acts of terrorism, fuel or energy shortages, acts and/or omissions by third-party communications carriers, or any other cause beyond the Parties' control.
12.3. Reference. You agree that we may reference you as our customer and that we may reasonably use, on a royalty-free basis, your name, logo, trade names, trademarks, service marks, trade dress, and other rights in any promotional materials, including press releases, case studies, and customer references.
12.4. Severability. If any provision of these Terms is invalid or unenforceable, the invalid or unenforceable provision shall be reformed to the extent possible to give its intended effect and/or meaning and all remaining provisions hereof shall continue in full force and effect.
12.5. Governing Law. These Terms shall in all respects be construed in accordance with and governed by the laws of the State of Maryland, without regard to conflict of law. The Parties agree that the appropriate court in the State of Maryland shall have exclusive jurisdiction with respect to any controversy or dispute arising out of or relating to these Terms.
12.6. Survival. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity provisions, limitations of liability, and arbitration agreements.
12.7. Subcontracting. DCLS may subcontract any of its obligations under these Terms without your prior written consent.
12.8. No Waiver. No waiver of any provisions of these Terms shall be effective unless made in writing. No waiver of any breach of any provision of these Terms shall constitute a waiver of any preceding and/or subsequent breach of the same or any other provision of these Terms. Failure to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision.
12.9. Entire Agreement. These Terms, together with any relevant schedules, exhibits, and/or addenda, including the web page hosted at https://www.dclanguagesolutions.com/plans, constitute the entire agreement between DCLS and you concerning the subject matter herein and supersede all previous written or oral representations, agreements, and understandings between the Parties, whether expressed or implied.