Contributor Services Agreement

Hello and Welcome to Lionbridge!  Lionbridge has a broad range of customers that need rating, testing, annotation, transcription and other artificial intelligence services.  Lionbridge’s community of service providers perform services that are valued by dozens of industries and by companies both large and small. 

All of the services provided to Lionbridge are governed by the terms and conditions set out below.  Please be sure to review the terms and conditions carefully.  To agree to the terms, please sign the agreement where provided below.  Once signed, a copy of this Agreement will be made available for download in the “Agreements” section of your profile on the platform. 

Service Provider and Lionbridge agree as follows:

1. Services.

                1.1          Services and Deliverables.  Lionbridge will request services to be performed by the Service Provider (the “Services”) and with each request will provide information concerning the required deliverables (the “Deliverables”), fees payable, due dates and other business terms that apply to the Services.  Service Provider may accept the opportunity or decline to provide the Services in Service Provider’s discretion.  If Service Provider accepts the opportunity, Service Provider will perform the Services and provide the Deliverables in accordance with all of the terms included in Lionbridge’s request and this Agreement.  Lionbridge may request Services through the platform or other means as communicated to Service Provider by Lionbridge. 

                1.2          Review.  Lionbridge (or its customer, as applicable) will review each Deliverable and may provide Service Provider with requested corrections.  Service Provider will promptly make all corrections requested by Lionbridge that are reasonably within the scope of the Services for no additional fee.  If any requested change is outside of the scope of the Services, Service Provider will promptly notify Lionbridge and we will work together in good faith to determine any modification to Service Provider’s fees or the delivery dates for the Deliverables.  Any modifications must be agreed by both parties to be effective.    

                1.3          Payment.  Lionbridge will pay Service Provider as described in the Services request but no later than sixty days from either the issuance of the applicable invoice or, where fees are calculated automatically through the platform, the end of the applicable Services period.  Service Provider agrees that the fees offered will be full and complete compensation for Service Provider’s performance of the Services.  Service Provider will be solely responsible for all costs and expenses associated with the Services.  Service Provider is also solely responsible for reporting any compensation received from Lionbridge as income and to make the requisite tax filings and payments to the appropriate tax authority.

1.4          Lionbridge Requirements.  Service Provider will comply with all requirements, policies and instructions provided to Service Provider by Lionbridge or the applicable Lionbridge customer (collectively, the “Requirements”). The Requirements specifically include Lionbridge’s Supplier Code of Conduct found  www.lionbridge.com/legal/ and any instructions concerning information security measures.  The Requirements also include any additional written, project-specific obligations provided to Service Provider for review and acceptance (for example, a written acknowledgment of direct confidential obligations to Lionbridge’s customer).      

2. Confidentiality.

                2.1          Definition.  “Confidential Information” means any non-public information that is provided to Service Provider by Lionbridge or any of Lionbridge’ affiliates, customers, business partners or Service Providers.  Confidential Information includes, for example, all information concerning Lionbridge’s customers and their projects, product plans, all personal data pertaining to Lionbridge’s customers or employees, the fact that Service Provider is performing the Services for Lionbridge and other non-public technical and business information.  “Confidential Information” does not include information that: (a) was rightfully known to Service Provider, without any obligation of confidentiality, prior to receiving the same information from Lionbridge; (b) is or becomes publicly available without breach of any confidentiality obligation; or (c) is rightfully obtained by Service Provider from a source other than Lionbridge without breach of any confidentiality obligation. 

                2.2          Use of Information.  Service Provider understands that Confidential Information constitutes a valuable and unique asset.  Service Provider will use Confidential Information only for the purpose of providing the Services and will not use it for Service Provider’s own benefit or the benefit of any other party.  Service Provider will not disclose or distribute Confidential Information to any third party without Lionbridge’s prior written consent.  If Service Provider has employees, then Service Provider will disclose or distribute Confidential Information to its employees only on a need to know basis and only to those employees subject to confidentiality obligations at least as strict as those contained in this Agreement. 

                2.3          Protection of Information.  Service Provider will use reasonable efforts to protect Confidential Information from any unauthorized use or disclosure, including implementing all reasonable security measures needed to protect the Confidential Information.  Service Provider will notify Lionbridge immediately if Service Provider becomes aware of any unauthorized disclosure or use of any Confidential Information, including any personal data received by Service Provider in the course of performing the Services.  Service Provider may disclose Confidential Information pursuant to a valid order issued by a court or government agency; provided that, Service Provider gives Lionbridge at least ten days prior written notice of such obligation and the opportunity to oppose such disclosure or obtain a protective order.  

                2.4          Customer Information.  Service Provider specifically acknowledges that all information related to any Lionbridge customer, including any information about a customer’s business, product plans, strategic relationships, etc., is to be held in the strictest confidence.  Service Provider must not disclose any information about the Services performed by Service Provider or the customer’s identity in any materials, including postings in social media or on the Service Provider’s website.  Service Provider must not duplicate any images or text provided to Service Provider, other than as strictly needed to perform the Services.

                2.5          Return of Information.  All Confidential Information will remain the property of Lionbridge.  Upon Lionbridge’ request, Service Provider will promptly return or destroy all copies of Confidential Information in Service Provider’s control and certify the completion of Service Provider’s obligations under this Section in writing.   

                2.6         Investigations and Audits.  Service Provider will cooperate fully in any investigation of any unauthorized disclosure or use of Confidential Information and will promptly provide requested information and reasonable access to any evidentiary matter (e.g. documents or work systems).  Service Provider will cooperate in any reasonable audit required by law or under Lionbridge’s contracts with its customers.  Lionbridge will provide Service Provider with reasonable notice and an explanation in connection with any required audit.   

                2.7          Protection of Business Interests.  Service Provider will not directly or indirectly solicit any customer of Lionbridge for any business or other opportunity based on any information learned in the course of providing the Services or that was otherwise provided by Lionbridge.    

                2.8         Court-granted Relief.  Service Provider acknowledges that any breach of its obligations under this Agreement will result in irreparable harm to Lionbridge.  In the event of an actual or threatened breach of this Agreement, Lionbridge will be entitled to appropriate court-granted relief in addition to any other legal relief available to it. 

3. Relationship. Service Provider will act solely as an independent contractor and neither Service Provider nor Service Provider’s employees or agents will be considered an employee, agent or partner of Lionbridge or any of its customers, under the provisions of this Agreement or otherwise.  Service Provider does not have and will not have any authority to bind Lionbridge or assume or create any obligation on behalf of Lionbridge and Service Provider will not represent to any third party that Service Provider has any such authority.  No part of Service Provider’s compensation will be subject to withholding by Lionbridge for the payment of social insurance, social security, unemployment, or disability insurance or any other similar tax obligations, unless otherwise required by laws applying to independent service providers. 

4. Legal Compliance.

                4.1          Personal Data. 

                                (a)          Service Provider’s Personal Data.  Lionbridge will use and share any personal data provided by Service Provider solely in accordance with the terms of its Community Data Privacy Notice located at www.lionbridge.com/legal/.  Lionbridge’s Community Data Privacy Notice includes information about how to contact Lionbridge with any questions or concerns regarding use of personal data. 

                                (b)          Others’ Personal Data.  Service Provider acknowledges that some of the content that Service Provider may receive in connection with the Services or generate in the course of providing the Services may include personal data.  Service Provider will treat all such personal data as Confidential Information as described in Section 2 above.  In addition, Service Provider will use, process and disclose any such personal data solely as directed by Lionbridge.    

4.2         Legal Compliance.  Service Provider will comply with all laws, rules and regulations in connection with Service Provider’s performance of the Services, including all registration, reporting and other obligations related to operating a business in Service Provider’s jurisdiction, for example, regulations prohibiting bribery, money laundering and discrimination.  Service Provider represents and warrants that Service Provider has the legal authority to enter into this Agreement any and that all of the information they provide to Lionbridge in any application or any required form is accurate and complete.  Additionally, Service Provider represents and warrants that Service Provider is not subject to any contractual obligations that interfere with or prohibit Service Provider’s performance of the Services. 

5. Proprietary Rights.

                5.1          Ownership.  Service Provider agrees that the Services are provided on a “work-for-hire” basis and that all right, title and interest in any and all intellectual property rights (including, for example, all copyrights, trademarks, patents, trade secret rights and all contract and licensing rights) developed by Service Provider (either individually or in collaboration with others) relating to the Services or Deliverables (collectively, the “Work Product”) will be the sole and exclusive property of Lionbridge.  Service Provider acknowledges that Lionbridge’s rights to the Work Product are exclusive to Lionbridge and include, for example, the right to use, adapt, reproduce, distribute, broadcast, display and make derivative works of the Work Product in any and all media and all formats now known or later developed.  In addition, all files, records, documents, drawings, specifications, equipment and similar items related to Lionbridge’s business, whether prepared by Service Provider or otherwise coming into Service Provider’s possession, will remain the exclusive property of Lionbridge. 

                5.2          Assignment of Rights.  Service Provider hereby irrevocably assigns and transfers to Lionbridge all right, title and interest in and to the Work Product.  Service Provider acknowledges that Lionbridge will have the sole and exclusive worldwide right, title and interest in perpetuity to use and exploit all or any part of the Work Product.  Service Provider agrees they will not assert any moral rights in the Work Product and, to the extent permitted by applicable law, hereby waives all such moral rights.  If applicable, Service Provider will obtain from all of Service Provider’s employees an assignment of all interests in the Work Product.  In addition, Service Provider agrees to execute any documents as Lionbridge may request to evidence or otherwise protect Lionbridge’s ownership of the Work Product.  Service Provider appoints Lionbridge as Service Provider’s attorney-in-fact to execute any such documents on Service Provider’s behalf if Service Provider fails to do so within thirty days of Lionbridge’ reasonable request.

                5.3          Third Party Rights.  Service Provider will not use any third party materials or otherwise infringe any third party property right of any kind in the performance of the Services.  Service Provider will not disclose any third party confidential information to Lionbridge at any time.

6. Termination. Subject to the terms of this Section, this Agreement will become effective when accepted by Service Provider and will remain in effect until terminated by either Service Provider or Lionbridge.  Service Provider may terminate this Agreement at any time on written notice to Lionbridge; provided Service Provider completes any Services that Service Provider has agreed to provide prior to notifying Lionbridge of Service Provider’s termination of the Agreement.  Lionbridge may terminate this Agreement at any time on written notice to Service Provider; provided Lionbridge will pay Service Provider for all Services properly performed as of the termination date.  After termination of this Agreement, Service Provider and Lionbridge will continue to comply with the following Sections of this Agreement: Section 2 (Confidentiality), Section 3 (Relationship), Section 4 (Legal Compliance), Section 5 (Proprietary Rights), Section 7 (Lionbridge Contracting Party and Governing Law), Section 8 (General) and Section 9 (Arbitration). 

7. Lionbridge Contracting Party and Governing Law.

                7.1          For Residents of the United States.  If Service Provider is contracting from the United States, this Agreement is made between Service Provider and Lionbridge Global Sourcing Solutions, Inc.  This Agreement will be governed by the laws of the State of Delaware, without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction.  Additionally, the provisions of Section 9 (Arbitration) below will apply to Service Provider. 

                7.2          For Non-US Residents.  If Service Provider is contracting from a jurisdiction outside of the United States, this Agreement is made between Service Provider and Lionbridge Global Sourcing Solutions, Ltd.  This Agreement will be governed by the laws of Ireland.  For clarity, the provisions of Section 9 (Arbitration) below will not apply to Service Provider.  

8. General. All notices concerning any alleged breach of this Agreement will be in writing and will be deemed effective upon delivery by overnight courier delivery or other verifiable method.  This Agreement and the Requirements embody the entire understanding between the parties concerning the subject matter hereof and supersede any and all other negotiations or agreements between the parties.  This Agreement cannot be modified except in the form of a writing accepted by both parties.  This Agreement has no third party beneficiaries other than Lionbridge’s customers, who may enforce the terms of this Agreement or any applicable Requirements directly.  No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of any of its rights.  Service Provider will not subcontract or assign any of Service Provider’s rights or obligations under this Agreement or the Requirements without the prior written consent of Lionbridge.  Should any provision of this Agreement be found unenforceable, such provision will be enforced to the fullest extent permitted by law and the remainder of this Agreement will remain in full force and effect. 

9. Arbitration (US-based Service Providers only).

                9.1          Exclusive Use of Arbitration.  Service Provider and Lionbridge mutually agree to resolve any disputes exclusively through final and binding arbitration instead of filing a lawsuit in court.  This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and will apply to any and all claims arising out of or relating to the Services, the Requirements, this Agreement, the nature of the relationship between Service Provider and Lionbridge (including any Lionbridge affiliates or customers) and all other aspects of Service Provider’s relationship with Lionbridge whether arising under federal, state or local statutory or common law.  The arbitrator will have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, other than subsections (c) and (d) below relating to the Class Action Waiver or Representative Action Waiver.  Service Provider acknowledges this means such disputes will not be resolved by a court or jury trial. 

                9.2          Class Action Waiver.  Service Provider and Lionbridge mutually agree that by agreeing to arbitrate any dispute, each waives its right to have any dispute or claim brought, heard or arbitrated as a class action or collective action and that the arbitrator will not have any authority to hear or arbitrate any class or collective action (“Class Action Waiver”).

                9.3          Representative Action Waiver.  Service Provider and Lionbridge mutually agree that by agreeing to arbitrate, each waives its right to have any dispute or claim brought, heard or arbitrated as a representative action and that the arbitrator will not have any authority to arbitrate a representative action ("Representative Action Waiver"). This Representative Action Waiver does not apply to any representative claim brought pursuant to the California Private Attorneys General Act of 2004 (Labor Code section 2698, et seq.). All such claims must be brought in a court of competent jurisdiction.

                9.4          Process. 

                                (a)           Notice.  If either party wishes to initiate arbitration, the initiating party must notify the other party in writing delivered by courier or other verifiable delivery method.  The notice must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought.  

                                (b)          Procedural Requirements.  The arbitration will be governed by the terms of this Section and, except as otherwise provided in this Section 9, by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”).  The arbitration will be heard by one arbitrator selected in accordance with the AAA Rules.  Lionbridge will pay the arbitrator’s fees and costs.  The arbitrator will apply the state or federal substantive law, as applicable.  The arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.  The arbitrator may hear motions and will apply the standards of the Federal Rules of Civil Procedure governing such motions.  Except as provided in the Class Action Waiver and Representative Action Waiver, the arbitrator may award only remedies that would otherwise be available in a court of law.  The arbitrator’s decision or award will be in writing with findings of fact and conclusions of law and will be final and binding on the parties.  Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief as needed to protect such party’s rights. 

                9.5          Exceptions.  Notwithstanding any provision in this Agreement to the contrary, nothing prevents Service Provider from making a report to or filing a claim or charge with any state or federal agency, including, for example, the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commissions, National Labor Relations Board, or Office of Federal Contract Compliance Programs.  In addition, nothing in this Agreement prevents Service Provider from cooperating in the investigation by any government agency of any report, claim or charge.  This Agreement does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this subsection, even if the claims would otherwise be covered by this arbitration provision.  Lionbridge will not retaliate against Service Provider for filing a claim with any administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

                9.6          Advice of Counsel.  Service Provider has the right to consult with private counsel of Service Provider’s choice with respect to any aspect of, or any claim that may be subject to, this Agreement, including this arbitration provision.

                9.7          Enforceability.  Notwithstanding any provision in this Agreement to the contrary, any claim that this arbitration provision is unenforceable, in whole or in part, may be determined only by a court of competent jurisdiction and not by the arbitrator.  In the event any portion of this arbitration provision is deemed unenforceable, the remainder of this arbitration provision will remain in full force and effect.