We are pleased that you will be providing professional services for MotaWord, Inc. ("MotaWord"). Before we can utilize your services, we ask that you sign this statement of principles and conditions ("Agreement"). We agree as follows:
This Agreement will be in full force and effect until it is terminated in accordance with Sections 3, 8, or 13. Section 10 (Non-Solicitation) will remain in full force and effect for specified periods beyond the termination date of this Agreement.
1. Scope of Services
MotaWord may engage you from time to time to complete professional language services (hereinafter “Work”). Depending on your area(s) of specialization, Work may include any of the following:
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Translation, editing, transcription, and voice-over services (“Translation Services”);
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On-Site Interpretation (OSI): in-person interpretation performed at a client-designated physical location;
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Video Remote Interpretation (VRI): real-time interpretation rendered via a secure video platform; and
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Over-the-Phone Interpretation (OPI): real-time interpretation delivered by telephone.
Upon request, you will consult with MotaWord to develop an estimate for the cost and timeframe necessary to complete any Work. You will only begin Work once MotaWord has issued an assignment confirmation and you have agreed on the particular terms and conditions for that assignment. Notwithstanding the foregoing, this Agreement does not create an obligation on the part of MotaWord to engage you.
2. Credentials and Warranties
You hereby agree to provide, upon MotaWord's request, personal and/or professional references and other documentation, including but not limited to resumes, certifications, licenses, and proof of insurance, by which MotaWord may evaluate your professional credentials and character for the purpose of entering into this Agreement. Applicable certifications may include, without limitation, certification from recognized translation or interpretation credentialing bodies relevant to your area(s) of specialization (including, for example, NBCMI, CCHI, CLAC, or comparable bodies).
You hereby warrant and represent that any references and documents provided by you pursuant to this Section will be accurate and truthful. You further warrant and represent that you are free and able to enter into this Agreement and perform the Work in accordance herewith, and that your execution and performance of this Agreement will not result in the breach of any other agreement or obligation or infringe upon the rights of any third party. You also warrant and represent that any and all services rendered or materials prepared by you in connection with the Work shall not infringe upon the rights of any third party.
Notwithstanding the provisions of Section 13, MotaWord reserves the right to terminate this Agreement at any time upon finding that you intentionally and willfully provided false or misleading information or omitted pertinent information with regard to the provisions of this Section.
3. Independent Contractor Status
The services provided by you under this Agreement are rendered by you as an independent subcontractor only. Nothing in this Agreement shall be construed to place you and MotaWord in the relationship of employer-employee, joint venture, or principal-agent, or to authorize either party to create or assume any liability or obligation of any kind on behalf of the other. You are not eligible to participate in any of MotaWord's employee benefit plans or similar programs. MotaWord will not provide workers' compensation, disability insurance, Social Security, unemployment compensation coverage, or any other statutory benefit to you, and will not withhold any amounts from your compensation for tax purposes.
As an independent subcontractor, you are solely responsible and liable for any income tax, self-employment tax, unemployment insurance, FICA (Social Security), workers' compensation, general liability insurance, and any other payment or obligation normally associated with an employment relationship. You agree to indemnify MotaWord from any and all claims, damages, liability, settlements, attorneys' fees, and expenses arising from the foregoing or from any breach of this Agreement.
4. Professional Standards and Quality
You agree to produce Work that meets the professional standards of our industry, in a professional and workmanlike manner that reflects favorably on MotaWord. You represent and warrant that you shall comply with all applicable laws in the course of the Work. You will be personally responsible for the quality of any Work you submit or perform for MotaWord, regardless of circumstances.
In particular, the following service-specific standards apply:
Translation Services
Work quality will be reviewed by MotaWord after submission. If MotaWord identifies any errors within a reasonable period, we agree to contact you, and you agree to correct these errors at no additional cost.
On-Site Interpretation (OSI)
For OSI assignments, you agree to:
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Arrive at the designated location no later than fifteen (15) minutes before the scheduled start time;
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Dress in professional attire appropriate to the setting; and
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Come prepared with any relevant background materials provided by MotaWord.
Video Remote Interpretation (VRI)
For VRI assignments, you agree to use equipment meeting MotaWord's minimum technical specifications (including, without limitation: high-speed internet connection, HD-capable webcam, headset with noise-canceling microphone, and a neutral, well-lit background), and to complete all required platform testing prior to each engagement.
Over-the-Phone Interpretation (OPI)
For OPI assignments, you agree to conduct all calls from a quiet, private environment free from distractions, background noise, or the presence of unauthorized third parties.
Consequences of Unsatisfactory Performance
If you fail to complete the Work in a satisfactory manner, MotaWord may, at its option and in its sole discretion: (1) defer all payments payable under the Agreement until you are in compliance with all performance and delivery requirements; or (2) terminate this Agreement.
5. Timeliness and Cancellation
MotaWord takes its client commitments very seriously. For interpretation assignments, if problems arise that could jeopardize your ability to fulfill a scheduled engagement, you agree to notify us as soon as practicable - and in no event fewer than twenty-four (24) hours before a scheduled OSI or VRI assignment, or thirty (30) minutes before a scheduled OPI call - so that MotaWord may make alternative arrangements.
If you fail to provide timely notice, cancel within the notice window, or fail to appear for a confirmed assignment, MotaWord may, at its option and in its sole discretion:
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Withhold or reduce payment for the affected assignment;
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Impose a cancellation fee as specified in the applicable assignment confirmation; or
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Notify you that this Agreement may be terminated unless you cure all breaches within ten (10) days and demonstrate to MotaWord's reasonable satisfaction that such failures will not recur.
6. Client Communications
During any assignment in which you have contact with a MotaWord client, you will represent yourself only as a representative of MotaWord and will not disclose your independent contractor status or personal contact information to the client. You agree not to communicate directly with MotaWord's clients outside the scope of an assigned engagement without prior written approval from MotaWord, and you agree not to discuss, quote, or negotiate any fees or payments directly with any client.
7. Errors and Incident Reporting
If any material error or communication incident occurs during an assignment, you agree to report it to MotaWord promptly and in writing. MotaWord will determine, in its sole reasonable discretion, what remediation (if any) is required and whether any fee adjustment is warranted. During the process of completing a Work, you may have questions about the context or meaning of particular terms. MotaWord agrees to ask clients to resolve any ambiguities in assigned materials to your satisfaction within a reasonable time.
8. Compensation
As compensation for your Work, and subject to the performance of your obligations hereunder, MotaWord shall pay you the rate agreed upon in writing in the assignment confirmation issued before each engagement. No invoice submission is required.
For Translation Services: your contribution to each project is validated after the project is edited, completed, and delivered to the client. Once the project is closed, payment will be made to your PayPal account within 15 to 60 business days, depending on the client's payment method, for balances over $25. Please keep your PayPal account current in the system. Please note that PayPal is currently our only payment method; if you reside in a country where PayPal is not available, we may be unable to remit payment.
For Interpretation Services: upon your successful completion of an assignment, your earnings will be confirmed and reflected in your vendor dashboard on the MotaWord platform, and payment will be processed within fifteen (15) days of that confirmation. For OSI assignments, reimbursement of pre-approved travel expenses (if any) will be detailed in the applicable assignment confirmation.
9. Confidentiality and Data Privacy
All materials, information, and communications furnished to you in connection with this Agreement and any assignment (including, without limitation, client identity, session content, medical information, legal proceedings, personally identifiable information (“PII”), and all business, technical, and financial information) constitute “Proprietary Information.” You shall hold all Proprietary Information in strict confidence and shall not disclose or, except in performing Work, use any Proprietary Information. You are not obligated under this paragraph with respect to information you can document is or becomes readily and publicly available without restriction through no fault of yours.
You agree to permanently delete or destroy any notes, recordings, or other materials derived from an assignment upon its completion, or upon request by MotaWord. You acknowledge that certain assignments may involve information protected by applicable federal and state privacy laws, including without limitation HIPAA and applicable state medical and mental health privacy statutes. To the extent required, you agree to execute any Business Associate Agreement or similar instrument requested by MotaWord or its clients.
Upon termination or expiration of this Agreement, or as otherwise requested by MotaWord, you shall promptly return all items and copies containing or embodying Proprietary Information. This Section shall remain in full force and effect for ten (10) years from the termination date of this Agreement.
MotaWord may be required to disclose information about you pursuant to lawful requests such as subpoenas or court orders, or in compliance with applicable law. MotaWord agrees not to reveal such information until it has a good-faith belief that an information request by law enforcement or private litigants meets applicable legal standards. MotaWord may also disclose information when necessary to comply with law, protect its interests or property, prevent fraud or other illegal activity, or prevent bodily harm.
10. Intellectual Property
MotaWord shall own, and you hereby assign to MotaWord, all intellectual property rights throughout the world that arise in connection with the Work or that relate to Proprietary Information. MotaWord will be free to fully exploit any information, works of authorship, technology, or inventions you provide in connection with the Work, and any related intellectual property rights, and to allow others to do so. To the extent permitted by law, the foregoing includes all moral rights, and you hereby provide any consents necessary to accomplish the foregoing.
11. Publicity and Privacy
You expressly waive any right of privacy for any Work performed by you on behalf of MotaWord or its clients (for example, you may be listed in our vendor roster or publications, and your professional profile may be shared with clients for matching purposes). You agree not to publicize in any way that you have performed work for MotaWord, including on social media, professional networking sites, or in marketing materials, without our prior written consent.
12. Non-Solicitation
While you are free to perform similar services for other firms, you agree not to solicit work from any individual or company of whom you became aware through your work with MotaWord, unless you had a prior, documented business relationship with that individual or company predating this Agreement. You also agree not to accept work from any client who, having obtained your name and/or contact information through a previous MotaWord assignment (including, but not limited to, on-site assignments, VRI or OPI sessions, and voice-over sessions), solicits your services directly.
Under no circumstances may you use the name “MotaWord” as a reference for the purpose of obtaining work without our prior written consent. This Section shall remain in full force and effect for three (3) years from the date on which this Agreement is terminated. Failure to comply with this Section may subject you to injunctive relief and/or monetary damages.
13. Term and Termination
This Agreement commences on the date you first accept its terms and continues for an initial period of two (2) years, with automatic renewal for subsequent one-year periods unless otherwise terminated. Either party may terminate this Agreement upon thirty (30) days' written notice; provided, however, that neither party may terminate this Agreement during the course of any active assignment or engagement without the other party's written consent.
Notwithstanding the foregoing, MotaWord reserves the right to terminate this Agreement immediately upon finding that you have intentionally provided false or misleading information as described in Section 2, or upon a material, uncured breach of this Agreement. Sections 9, 10, 11, 12, and 15, and any remedies for breach, shall survive any termination or expiration.
14. Non-Exclusivity and Non-Assignment
This Agreement is nonexclusive, and MotaWord may enter into similar agreements with other parties without restriction as to number, location, or service type. You shall not assign this Agreement or subcontract any Work to any third party without the prior written consent of MotaWord. Any purported assignment without such consent shall be void and of no effect.
15. Liability Limitation
Except for indemnity obligations or breaches of confidentiality, in no event will either party be liable to the other with respect to this Agreement under any legal or equitable theory for: (i) any special, indirect, incidental, or consequential damages; or (ii) any amount in the aggregate in excess of the fees paid (or payable) hereunder, or if greater, one hundred dollars ($100).
16. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws principles and irrespective of the places of execution or performance. All disputes shall be brought within the territorial jurisdiction of the State of New York. In the event of a dispute between the parties under or in connection with this Agreement, such dispute shall be submitted to binding arbitration in New York for resolution in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration determination resulting from any such submission shall be final and binding upon the parties, and judgment may be entered on any such award in any court of competent jurisdiction.
17. Severability
If any provision or clause of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such clause or provision shall be severed without affecting any other provision or clause of this Agreement, the balance of which shall remain in full force and effect.
18. Entire Agreement
This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings of the parties, oral or written.
19. Modifications
No provision of this Agreement may be modified except by a written instrument duly signed and acknowledged by each party.
ACKNOWLEDGMENT AND ACCEPTANCE
By clicking the “I agree to these terms and conditions” button in MotaWord's online vendor portal, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. We look forward to working with you.