This Software Service Agreement ("Agreement") governs access to Interpretool by professional interpreters, interpreter agencies, and organizations ("Customer") that use the Service on behalf of multiple users or in a commercial interpreting context. Individual consumer use is governed by our Terms of Service.
By accepting this Agreement — including by clicking "I agree," executing an Order, or using the Service in an organizational capacity — you represent that you have the authority to bind your organization ("Customer") and agree to these terms.
1. Service Access
1.1 License Grant
Subject to the terms of this Agreement and payment of applicable fees, Interpretool grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, solely for Customer's internal business purposes (providing telephone interpreting services).
1.2 Authorized Users
Customer may permit its employees and contractors ("Authorized Users") to access the Service under Customer's account. Customer is responsible for: (a) ensuring Authorized Users comply with this Agreement; (b) all activities of its Authorized Users; and (c) maintaining the confidentiality of account credentials. Account credentials may not be shared between individuals.
1.3 Use Restrictions
Customer will not, and will not permit Authorized Users to:
- Reverse engineer, decompile, or attempt to discover the source code of the Service.
- Copy, modify, or create derivative works based on the Service.
- Resell, sublicense, or make the Service available to third parties as a standalone offering.
- Benchmark the Service for competitive intelligence purposes without our written consent.
- Remove or obscure any proprietary notices in the Service.
2. Customer Content and Data
2.1 Customer Content
As between the parties, Customer owns all right, title, and interest in the transcription output generated through its use of the Service ("Customer Content"). Interpretool claims no intellectual property rights in Customer Content.
2.2 License to Interpretool
Customer grants Interpretool a limited, non-exclusive license to process Customer Content solely to provide the Service, including transmitting audio to Deepgram for transcription and text to Microsoft Azure for translation. Interpretool does not store audio recordings. Transcription and translation text is ephemeral and not retained after the session.
2.3 Aggregated Data
Interpretool may collect and use aggregated, de-identified usage data (e.g., number of sessions, minutes used, languages selected) for service improvement and analytics. Such data will not identify Customer or any individual user.
2.4 Recording Consent
Customer acknowledges that applicable law may require all parties to a telephone call to consent to recording and transcription. Customer is solely responsible for obtaining all legally required consents and for complying with all applicable recording, wiretapping, and privacy laws. Interpretool shall not be liable for Customer's failure to obtain required consents.
3. Fees and Payment
3.1 Subscription Fees
Customer will pay all fees as specified in the applicable subscription plan or Order. Unless otherwise agreed in writing, fees are payable monthly in advance via Stripe. All fees are in US Dollars and are non-refundable except as expressly set out in this Agreement.
3.2 Price Changes
Interpretool may change subscription fees with at least 30 days' written notice prior to the next billing period. Continued use of the Service after a price change takes effect constitutes acceptance of the new fees.
3.3 Taxes
Fees do not include taxes. Customer is responsible for all applicable sales, use, GST/HST, VAT, and similar taxes, excluding taxes on Interpretool's net income.
3.4 Delinquent Accounts
If any payment is past due, Interpretool may suspend access to the Service until the outstanding balance is settled. Unpaid amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.
4. Confidentiality
Each party may receive confidential information from the other in connection with this Agreement ("Confidential Information"). Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to third parties without prior written consent; and (c) use it only as necessary to fulfill its obligations under this Agreement. These obligations survive termination for 5 years.
Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) was already known to the Recipient; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
5. Warranties
5.1 Mutual Warranties
Each party represents and warrants that: (a) it has full authority to enter into this Agreement; and (b) its performance will comply with all applicable laws.
5.2 Service Warranty
Interpretool warrants that the Service will perform materially in accordance with its documentation. As Customer's sole remedy for breach of this warranty, Interpretool will use commercially reasonable efforts to correct the non-conformity, or if correction is not feasible, provide a prorated refund of prepaid fees for the affected period.
5.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. INTERPRETOOL DOES NOT WARRANT THAT TRANSCRIPTIONS OR TRANSLATIONS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY SPECIFIC PROFESSIONAL PURPOSE.
6. Indemnification
6.1 By Interpretool
Interpretool will defend Customer against any third-party claim alleging that the Service, as provided by Interpretool, infringes a third-party copyright, patent, or trademark, and will indemnify Customer for damages finally awarded in such a claim. This obligation does not apply to claims arising from: (a) Customer's modification of the Service; (b) combination with third-party products where infringement would not have occurred without such combination; or (c) Customer's use of the Service in violation of this Agreement.
6.2 By Customer
Customer will defend Interpretool against and indemnify it from any third-party claim arising from: (a) Customer Content; (b) Customer's or its Authorized Users' use of the Service in violation of this Agreement or applicable law; or (c) Customer's failure to obtain required recording consents.
6.3 Process
The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) give the indemnifying party sole control of the defense; and (c) cooperate reasonably at the indemnifying party's expense.
7. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO INTERPRETOOL IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION DOES NOT APPLY TO CUSTOMER'S INDEMNIFICATION OBLIGATIONS OR TO EITHER PARTY'S WILLFUL MISCONDUCT OR FRAUD.
8. Term and Termination
8.1 Term
This Agreement begins on the date Customer accepts it and continues until all subscriptions under it have expired or been terminated.
8.2 Termination for Cause
Either party may terminate this Agreement (or any Order) with written notice if the other party materially breaches it and fails to cure the breach within 30 days of receiving written notice. Either party may terminate immediately if the other becomes insolvent or is subject to bankruptcy proceedings.
8.3 Effect of Termination
Upon termination: (a) all licenses granted under this Agreement terminate; (b) Customer will cease all use of the Service; and (c) each party will return or destroy the other's Confidential Information upon request. Customer will not receive a refund of prepaid fees unless termination is due to Interpretool's uncured material breach. Sections 2.1, 4, 5.3, 7, 8.3, and 9 survive termination.
9. General
9.1 Governing Law
This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of Ontario for resolution of any disputes not subject to arbitration.
9.2 Assignment
Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it without consent in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.
9.3 Force Majeure
Neither party is liable for delays or failures in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, government actions, internet outages, or third-party service failures (including Deepgram or Microsoft Azure outages), provided the affected party notifies the other promptly and uses reasonable efforts to resume performance.
9.4 Entire Agreement
This Agreement, together with the Terms of Service and Privacy Policy incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements. Any terms in a Customer purchase order or other ordering document are void unless expressly agreed in writing by Interpretool.
9.5 Severability
If any provision of this Agreement is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
9.6 Notices
Notices under this Agreement must be in writing and sent to hello@interpretool.com or to the email address associated with Customer's account.