MINT TERMS OF SERVICE

Client’s use of Minnesota Interpreters and Translators, LLC’s (“MINT”) Services (as defined below), is governed by these Terms and Conditions and all agreements, terms, and requirements incorporated into the terms of service by reference (collectively, the “Agreement”). Please read the Agreement carefully.

  • GENERAL TERMS AND CONDITIONS.
    • Use of MINT Service and Website. To request language Service from MINT, Client should complete the digital MINT Service Request Form (“Form”) or download and complete the pdf version of this form (https://mintlanguages.com/mirf-form/). After completion of the Form, Client shall either submit the digital form or upload the completed MIRF form using the link provided above. When submitting this form, the client must provide accurate and complete information. If Client does not agree to this Agreement, Client should not provide MINT with any information and not use MINT’s Services in any way. The use of MINT’s Services by Client are conditional on Client’s acceptance without modification of this Agreement. Client’s continued use of the Services or Client’s use of MINT’s Website (as defined below) will signify Client’s acceptance of this Agreement.
    • Definitions.
      • “Client” means the legal entity requesting to use the Services by accepting this Agreement.
      • “Interpretation” means interpreting the source language to the target language orally.
      • “Services” means any Translation and/or translation-related tasks provided under Client’s Service Agreement.
      • “Service Agreement” refers to the formal document agreed upon by MINT and Client which governs the ongoing Services provided by MINT.
      • “Translation” means a translation or any other translation-related tasks such as transcreation, editing (revision and review), proofreading, etc. that require the skills of a translator.
      • “Website” means MINT’s online platform where Client’s can initiate Service requests, and where Clients can access the Service, available at https://mintlanguages.com/ and all other websites and domain names affiliated with MINT.
  • COMPLETION OF SERVICE.
    • Translation. Any Translation Services provided for Client by MINT shall comply with the terms as detailed in Section 3B(1) of Client’s respective Service Agreement.
    • Interpretation. Any Interpretation Services provided by MINT for Client shall be deemed as completed when the oral conversation between the persons for whom that interpretation is provided has concluded.
  • WARRANTY AND QUALITY ASSURANCE.
    • MINT represents and warrants all Services performed under this Agreement will be executed in a professional and skillful manner that conforms with the industry standard under similar situations.
  • OWNERSHIP OF INTELLECTUAL PROPERTY.
    • If an Assignment is done as a “work made for hire” as the term is defined under U.S. copyright law (see https://www.copyright.gov/circs/circ30.pdf), then Client owns all copyrights of the Services upon full payment of the agreed fee.
    • If an Assignment does not qualify as a “work made for hire”, copyright remains the property of MINT and such copyright can be assigned or licensed to Client upon full payment of the agreed fee.
  • CONFIDENTIALITY.
    • Medical Translation Services. MINT acknowledges that Client is committed to protecting the privacy of its patients as per the Federal Government’s Health Information Portability and Accountability Act (HIPAA) regulations. MINT understands that MINT will have access to protected health information (documentation and/or oral communications, relating to an individual’s medical history, diagnosis, condition, treatment, or evaluation) and other information and documents that are not generally known to or readily ascertainable by others (“Confidential Information”). MINT is responsible to keep such Confidential Information and to disclose or use it only for the purpose of performing the Services.
    • Legal and General Translation Services. Information is deemed Confidential Information if, given the nature of Client’s business, a reasonable person would consider such information confidential (“Confidential Information”). MINT agrees: (a) to exercise the same degree of care as MINT accords to its own confidential information, but in no case less than reasonable care, and (b) to use or disclose the Confidential Information only for the performance of Services for Client and not for MINT’s own benefit.
  • COMPENSATION.
    • Fees. In order to sustain Services, it is important that Client honors the payment obligations to which it has agreed. Accordingly, Client agrees to pay MINT the fee(s) (Fees) set forth in Appendix A of Client’s Service Agreement. All agreed upon Fees shall be due and payable within ten (10) days upon Client’s receipt of each invoice by the method of payment specified in Appendix A of the Service Agreement between the Parties. Client’s obligation to pay MINT is independent of Client’s ability to be reimbursed or paid by Client’s customers or any insurance policy.
    • Expenses Incurred. Except for the Fee(s) set forth in Appendix A of Client’s Service Agreement, MINT is entitled to reimbursement of agreed upon expenses, such as mileage, airfare, parking, tolls, ground transportation, lodging, meals, per diem allowance, and compensation for travel time and so on, as applicable, except for any expenses which are pre-paid by Client. All such expenses shall be included on Client’s invoices.
    • Late Fee. Any invoice not paid when due shall incur interest at a rate of the lesser of 1.5% per month or the highest rate applicable by law.
    • Rush Policy. Client agrees to comply with MINT’s Rush Policy as set forth in detail on Appendix A.
    • Payments for Long-term Assignments. For long-term assignments, MINT may request an initial payment and periodic installments. If an installment becomes overdue, MINT, upon giving Client a written notice, has the right to stop work until the outstanding payment is received.
    • Ongoing Failure to Pay. MINT may suspend any Services in the event Client fails to pay outstanding invoice when due. Any ongoing failure to pay shall be cause for immediate collection of the entire amount due from Client. MINT reserves the right to pursue any amounts the Client fails to pay in connection with the Services. Client will remain liable to MINT for all such amounts and all costs incurred by MINT in connection with the collection of these amounts, including, without limitation, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs. MINT’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties.
  • MINT AS AN INDEPENDENT CONTRACTOR.
    • MINT and its employees, subcontractors, consultants and/or agents, if there is any, (collectively referred to as “Personnel”) are at all times independent contractors and not employees or agents of Client. MINT and Client acknowledge that use of MINT’s Services does not create a partnership or joint venture between them and is exclusively a contract for service. Each Party shall be responsible for its own acts or omissions, and any liability or penalties that may result there from. MINT is free from direction and control over the means and manner of providing the Services, subject only to the right of Client to specify the desired results.
  • LIMITATION OF LIABILITY OF MINT.
    • THE TOTAL LIABILITY OF MINT IS LIMITED TO THE TOTAL NET VALUE OF THE SERVICE AGREEMENT. IN NO EVENT SHALL MINT BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED BY MINT, EVEN IF MINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CLIENT HEREBY RELEASES MINT AND HOLDS HER AND HER OWNERS, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES. CLIENT HEREBY WAIVES THE PROVISIONS OF ANY PROVINCIAL OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IN NO EVENT SHALL MINT BE LIABLE FOR ALTERATIONS MADE TO ITS WORK PRODUCT OR THE SERVICES BY OTHER PERSONS. FURTHERMORE, MINT SHALL NOT BE LIABLE FOR ANY DELAYS, ERRORS OR DEFICIENCIES IN PROVISION OF THE SERVICES DUE TO THE CLIENT’S FAILURE TO PROVIDE ADEQUATE, ACCURATE AND TIMELY INSTRUCTIONS, EXPLANATION, CLARIFICATION, INTERPRETATION, INFORMATION, AND THE LIKE.
  • DISPUTE RESOLUTION.
    • In the event a dispute arises between the parties relating or arising out of MINT’s provided Services, the Parties agree to participate in a mediation in accordance with the mediation procedures of the American Arbitration Association’s mediation services. The parties agree that MINT shall not bear the costs of such mediation and Client will be solely responsible for all fees, costs, and expenses in connection with, or relating to the mediation.
    • If mediation fails to resolve the dispute, the Parties agree that the dispute may be submitted to final arbitration upon written request of one Party served on the other. The arbitration will be governed by the American Arbitration Association. Judgment on the arbitrator’s award may be entered by any court of competent jurisdiction.
  • MISCELLANOUS PROVISIONS.
    • Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. The Parties hereby consent to the jurisdiction of the Minnesota State and Federal courts for all purposes.
    • Notices. All notices shall be sent to the contact information provided in Section 7A of Client’s Service Agreement and will be deemed effective upon receipt.
    • Waiver. MINT’s failure to enforce any provision of the Agreement in any instance is not a waiver of future enforcement of that or any other provision.  No waiver will be binding unless executed in writing by MINT.  A waiver by MINT of any of the covenants to be performed by MINT or any breach by MINT will not be construed to be a waiver of any succeeding breach or of any other covenant.
    • Amendment and Modification. Please note that this Agreement may be changed at any time by MINT at its sole discretion. Such change will be effective 10 days following the posting of the revised Agreement on the Website and Client’s continued use of the Website thereafter means that Client accepts those changes. It is Client’s sole responsibility to check, from time to time, and agree to the then-current version of this Agreement each time Client wishes to receive Services from MINT. Client hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
    • Compliance with HIPAA. Client is responsible for compliance with HIPAA, and MINT, as the business associates under HIPAA, will comply with Client’s HIPAA related policies as set forth in detail on a separate HIPAA business associate agreement.
    • Severability. In the event that any provision of this Agreement becomes unenforceable or invalid under any applicable law or court decision, such finding will not affect the validity or enforceability of the remaining portions of this Agreement, and such provision will be changed and interpreted so as to best accomplish the objectives of such provision within the bounds of applicable law or court decisions.
    • Harmful Content. MINT does not support the propagation of hateful and derogatory content, including violent and graphic material, and MINT reserves the right to reject or terminate any Service requests deemed violent or inappropriate. MINT and its clients shall not discriminate against freelancers on the grounds of race, ethnicity, social status, religion or belief, political or philosophical opinions, language, gender identity, sexual orientation, disability, neurodivergence, age, geographical location, or any other status.

 

Last Modified: April 14, 2023