Terms of Service

These terms form an agreement between you and Defrilex LLC, a Florida limited liability company trading as Defrilex. In this document, “Defrilex”, “we”, “us” and “our” mean Defrilex LLC. “You” means the person or organisation reading them.

Defrilex runs more than one thing. We publish brand websites, operate a Marketplace platform for scheduling and delivery, maintain a global network of interpreters, translators and agents, and deliver white-label interpreting, translation and multilingual staffing to language service providers, business process outsourcers and enterprises. This page does not govern all of it. Separate signed agreements carry the detail for talent and for clients, and those agreements come first where they overlap with this page.

The table below tells you which rules apply to you.

Our Privacy Policy explains what personal data we collect, why we hold it, how long we keep it and what rights you have over it. It forms part of these terms, so reading one without the other gives you only half the picture.

You accept these terms when you access defrilex.com, create an account, or use the Marketplace. If you do not accept them, stop using the website and the platform.

You must be at least 18 years old and legally able to enter into a contract. If you accept these terms for a company, agency or other organisation, you confirm that you have authority to bind it. From that point, “you” means that organisation as well as you personally.

You also confirm that you are not located in, ordinarily resident in, or organised under the laws of any country or territory subject to comprehensive United States sanctions, and that you are not named on any United States restricted-party list. If that position changes while you hold an account or an engagement with us, tell us promptly.

Defrilex LLC owns the website, the Marketplace platform and the content on them — text, design, layout, graphics, photographs, code, documentation, data compilations and the selection and arrangement of all of it. United States and international intellectual property law protects that material.

Defrilex, Defrilex Language Solutions, Defrilex LS and DefrilexCX are our trademarks, together with our logos and brand names. You can name us in factual, accurate statements — describing a service you bought from us, or identifying us as a supplier or a network you belong to — provided the reference does not suggest that we endorse, sponsor or are affiliated with you or your business. Any other use of our marks needs our written permission.

We grant you a limited, personal, non-exclusive, non-transferable and revocable licence to access and use the website and the platform for their intended business purpose. We reserve every other right. Nothing here transfers ownership of anything to you.

Content you provide

You keep ownership of the content you submit — your profile, your documents, your files, your messages and your data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce and process that content solely to operate the services and perform our agreement with you. We use it for nothing else.

You warrant that you hold the rights needed to grant that licence, and that your content does not infringe or misappropriate anyone else’s rights.

Use the website and the platform honestly and for their intended purpose. You must not:

• break any law, or infringe any third-party right;
• scrape, crawl, harvest or bulk-download our content for commercial use, or to train a machine learning model, without our written permission;
• transmit malware, viruses or any other harmful code;
• probe, scan or test the vulnerability of our systems, or circumvent any security or authentication measure, except under a disclosure programme we have agreed with you in writing;
• interfere with the operation of the website or the platform, or place an unreasonable load on our infrastructure;
• impersonate any person or organisation, or misrepresent your affiliation with one;
• send unsolicited commercial messages through the services;
• reverse engineer, decompile or disassemble any part of the platform, except where law prohibits that restriction;
• share, sell or transfer your credentials, or let anyone else use your account;
• copy or resell the platform, or make it available to third parties as though it were your own service.

We investigate conduct that looks like a breach of this section, and we act on what we find under section 12.

This section applies to everyone with an account on the Marketplace at app.defrilex-ls.com.

Your account

Give accurate registration information and keep it current. Keep your credentials confidential, and turn on multi-factor authentication wherever we offer it. You are responsible for everything done under your account, whether or not you did it. If you suspect that someone has gained unauthorised access, tell us immediately.

What you send us through this website

Enquiries, capacity check requests, documentation requests and other form submissions on defrilex.com reach us outside any non-disclosure agreement, unless we have already signed one with you. So please do not send client-confidential information, end-customer personal data, protected health information, pricing that sits under an NDA, or anything else you are not free to share, through a website form. We handle what you do send with care and use it only to answer your enquiry — but sending it does not create a confidentiality obligation we have not agreed to, and it does not make us your Business Associate or your Processor. If you need to exchange confidential material, ask us for a mutual NDA and we will put one in place first.

Confidentiality

The platform carries confidential information about Defrilex, about our clients and about their end customers. In healthcare work that information can include protected health information. Treat all of it as confidential. You agree to:

• use confidential information only to perform or receive services;
• disclose it to no one without our prior written consent, unless the law compels disclosure — and in that case give us prompt notice where you are permitted to;
• protect it with at least reasonable care, and with no less care than you apply to your own confidential information;
• return or destroy it on request when your access ends.

These confidentiality obligations survive indefinitely. They continue for as long as the information remains confidential, whatever happens to your account or your engagement.

Availability

We work to keep the platform available, but this page makes no uptime promise. Availability commitments belong in a client’s Master Services Agreement or service level agreement, and only that document creates them. Maintenance happens. Where planned downtime is coming and notice is reasonably practicable, we give it in advance.

A separate Talent Network Agreement governs applying to and joining the Defrilex network. We provide it during onboarding, and you accept it before any engagement begins.

That agreement covers independent contractor status, confidentiality and data protection, professional standards and the codes of ethics that apply to your work, background checks, payment terms, non-solicitation, insurance and termination. It is the document that describes your relationship with us in full.

Where the Talent Network Agreement conflicts with this page about your engagement, the Talent Network Agreement prevails.

If you are a member and cannot find your copy of the Talent Network Agreement, ask us through our contact page and we will send it to you.

We sell services under a written Master Services Agreement. Nothing on this website is an offer to supply, and no order binds either of us until both parties have signed.

Depending on the engagement, the Master Services Agreement comes with a Data Processing Agreement where we process personal data on your behalf, and with a HIPAA Business Associate Agreement where we handle protected health information. Those documents govern data handling, security measures, subprocessors, breach notification and audit rights.

Signed client agreements prevail over this page wherever the two differ.

Pricing, fill rates, coverage claims and case study figures published on this website are illustrative. They describe past or typical performance and they are not a warranty of the result you will get. Your commitments and ours live in the signed agreement, and only there.

This site links to places we do not control. That includes our other brand sites, our social profiles and third-party services we use or reference.

We are not responsible for the content of those destinations, for their privacy practices, or for the terms they impose. A link is not an endorsement. Once you follow one, the destination’s own terms and privacy policy govern what happens there, so read them if the destination matters to you.

The website and the platform are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the website or the platform will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the content published on them is complete, accurate or current.

Nothing on this site is legal, medical, regulatory or professional advice. Our material about language access obligations — including Section 1557 of the Affordable Care Act and comparable requirements — is general information. It may not reflect the current state of the law, and it certainly does not reflect the facts of your situation. Take your own advice before you act on any of it.

This section limits what either of us can recover from the other. Read it carefully, because it shapes every other part of this agreement.

No indirect damages

Neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity or data. That holds even if the party was advised that such damages were possible, and it holds regardless of the legal theory — contract, tort, negligence, strict liability, statute or anything else.

Cap on total liability

Each party’s total aggregate liability arising out of or relating to these terms is limited to the greater of: five hundred United States dollars (US$500); or the total fees paid or payable between the parties in the twelve months immediately before the event giving rise to the claim.

What the cap does not cover

The exclusion and the cap above do not apply to:

• breach of the confidentiality obligations in section 5;
• infringement or misappropriation of the other party’s intellectual property;
• indemnification obligations under section 11;
• fraud, gross negligence or wilful misconduct;
• the obligation to pay amounts properly due;
• any liability that cannot lawfully be limited.

If you are a client with a signed Master Services Agreement, the liability provisions of that agreement govern the services and replace this section for you.

You will defend, indemnify and hold harmless Defrilex LLC, its affiliates, and their officers, directors, employees and agents from any claim, demand, loss, liability, damage, cost or expense, including reasonable legal fees, arising out of:

• your breach of these terms, of any law, or of any third-party right;
• your misuse of the website or the platform;
• content you submit, and any claim that it infringes or misappropriates a third party’s rights;
• your unauthorised disclosure or misuse of confidential information or personal data received through the platform.

We will notify you promptly of any claim covered by this section, give you control of the defence with counsel reasonably acceptable to us, and cooperate at your expense. You must not settle a claim in a way that imposes any obligation, payment or admission on us without our prior written consent.

You can stop using the website at any time. To close your account, contact us through our contact page and we will close it.

We can suspend or terminate your access for breach of these terms, where the law requires it, or where your use creates a security, legal or operational risk to us, to our clients or to other users. Except where a breach is serious, where a suspension is urgent, or where notice is legally prohibited, we give you notice and a reasonable chance to put the problem right before we act.

If we terminate a client for any reason other than breach, we give thirty days’ notice and a reasonable opportunity to export your data. Where we hold personal data as Processor, we return or delete it in line with the Data Processing Agreement.

Terminating platform access does not by itself terminate a Master Services Agreement or a Talent Network Agreement. Each of those has its own termination terms, and those terms apply on their own footing.

Sections 3, 5 (confidentiality), 9, 10, 11, 14 and 15 survive termination, along with any other provision that by its nature should continue to apply.

We update these terms as our services and the law change. The effective date at the top of this page is always the current one.

For material changes, we give at least thirty days’ notice by email to account holders and post prominent notice on the site.

Changes are not retroactive. They do not apply to a dispute that arose before they took effect. If you continue to use the services after the effective date of a change, you accept the updated terms. If you disagree with a change, your remedy is to stop using the services and close your account.

This is the first published version of these terms on defrilex.com. When we replace them, previous versions will remain available on request.

The laws of the State of Florida, United States, govern these terms, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts in Miami-Dade County, Florida have exclusive jurisdiction over any dispute arising out of or relating to these terms. Each party waives any objection to venue or forum in those courts.

Talk to us first

Before either of us starts formal proceedings, we talk. Contact us with a description of the dispute and the resolution you want, and we will do the same for you. Both sides then try in good faith to resolve the matter for thirty days before filing anything. This does not stop either party from seeking urgent injunctive relief where it is genuinely needed.

If you are a consumer and the mandatory law of the place you live gives you the right to bring proceedings locally or to rely on your local law, this section does not take that right away.

Severability

If a court finds any provision unenforceable, that provision is modified to the minimum extent needed to make it enforceable while preserving its intent, or severed if modification is not possible. The rest of these terms remain in full force.

Entire agreement

These terms, the Privacy Policy, and any signed agreement described in sections 6 and 7 are the entire agreement between us about their subject matter. They replace every earlier understanding, proposal and representation about it.

No waiver

If we do not enforce a provision, we have not waived it. A waiver counts only if we give it in writing, and it applies only to the instance we specify.

Assignment

You may not assign or transfer these terms without our prior written consent. Defrilex can assign them to an affiliate, or in connection with a merger, acquisition, reorganisation or sale of substantially all of its assets. An attempted assignment in breach of this provision is void.

Notices

We give notice to you by email to the address on your account, or by posting on the site. You give notice to us at the address in section 16. Notice by email is effective when sent. Notice by post is effective three business days after posting.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control — natural disaster, war, terrorism, civil unrest, labour dispute, epidemic, government action, or failure of telecommunications or internet infrastructure. This does not excuse an obligation to pay money that is due.

Independent parties

We are independent parties. Nothing in these terms creates a partnership, joint venture, agency, franchise or employment relationship between us.

No third-party beneficiaries

These terms create no rights for anyone other than you and us, with one exception: our affiliates, officers, directors, employees and agents may enforce sections 10 and 11.

Language

These terms are drafted in English. Any translation is provided for convenience. The English version governs.

Write to us, email us, or call. A real person answers.

Defrilex LLC
12000 Biscayne Blvd, Suite 205
Miami, FL 33181
United States

Email contact@defrilex.com · Telephone +1 (888) 982-0561 · Contact page

For privacy questions, data rights requests and anything else about personal data, start with our Privacy Policy. It names the right contact and explains how we handle each type of request.