Mercado North | Language Services Terms & Conditions

1. Scope of These Terms

These Terms apply to Mercado North’s professional language and consulting services, including:

• Language strategy and governance
• Document translation
• Creative translation and transcreation
• Website and digital-content localization
• Language audits
• Search engine optimization and generative engine optimization research or adaptation
• Terminology and glossary development
• Editing, proofreading, and linguistic quality assurance
• Certified translations
• Spanish-language consulting
• Implementation support
• Related linguistic, cultural, marketing, and advisory services

Mercado North generally specializes in American English and Mexican Spanish. Services involving another language variety may be performed by or with qualified independent contractors when agreed in writing. These Terms do not govern tutoring, classes, educational subscriptions, workbooks, or other educational products, which are subject to separate terms. Literary translations are primarily governed by a separate signed literary translation agreement. If a literary agreement conflicts with these Terms, the literary agreement controls.

2. Project Documents and Order of Precedence

Specific services may be described in a quote, proposal, statement of work, service agreement, retainer agreement, invoice, purchase order accepted by Mercado North, or other written project document. Together, these Terms and the applicable project documents form the agreement between Mercado North and the Client. Website use and account access are separately governed by Mercado North | Terms of Use; those Website terms do not override these service terms or a project agreement. The Privacy Policy explains personal-information practices and does not itself authorize a paid project or confidential AI processing.

If documents conflict, a signed NDA, Business Associate Agreement, data-processing agreement, or other specialized agreement controls its specific subject matter unless a later signed agreement expressly and lawfully modifies it. Otherwise, the following order applies:

1. A separately signed client-specific agreement
2. A signed statement of work, proposal, or retainer agreement
3. These Terms
4. An accepted quote or invoice
5. General website descriptions, FAQs, or promotional materials

A project-specific price, scope, delivery date, revision allowance, or payment schedule expressly accepted in writing controls over a general default in these Terms. An invoice issued after acceptance does not unilaterally add new obligations.

A Client purchase order or procurement document does not modify these Terms unless Mercado North expressly agrees to the modification in writing.

3. Acceptance

The Client accepts these Terms by signing a quote, proposal, statement of work, or agreement that references them and making any required deposit or payment. Submitting an inquiry, creating a website account, uploading materials, scheduling a call, or requesting a quote does not, by itself, create a service agreement or authorize a charge. Electronic signatures, checkboxes, and electronic approvals may be used to document acceptance. The version in effect when the applicable project is accepted will govern that project unless the parties agree otherwise in writing.

4. Quotes, Estimates, and Project Scope

Quotes generally remain valid for 14 calendar days unless stated otherwise. A quote is based on the information and materials available when it is prepared. Pricing, scope, and delivery dates may change if:

• The Client’s materials differ from the description originally provided
• The final word count or file count changes
• Files are incomplete, corrupted, illegible, inaccessible, or unusually difficult to process
• Additional formatting, research, consultation, technical work, or subject-matter expertise is required
• The Client changes the requested language, audience, terminology, purpose, strategy, format, or delivery requirements
• Other facts materially affecting the work were not disclosed before approval

Mercado North will notify the Client of a material change and obtain written approval before performing substantial work outside the approved scope.

Any delivery date is dependent on timely payment, receipt of complete materials, Client cooperation, and Client feedback.

5. Client Responsibilities

The Client agrees to:

• Provide complete, accurate, and legally usable source materials
• Clearly identify the intended audience, purpose, language variety, format, terminology requirements, and delivery expectations
• Identify confidential, regulated, privileged, or unusually sensitive information before submitting it
• Respond promptly to reasonable questions and approval requests
• Designate an authorized contact when multiple stakeholders are involved
• Review drafts and deliverables within the required review period
• Provide written feedback that identifies requested changes with reasonable specificity
• Obtain any necessary permissions, licenses, consents, or rights for materials provided to Mercado North
• Conduct any legal, medical, financial, regulatory, technical, or professional review required for the Client’s intended use

Mercado North is not responsible for errors, delays, or additional costs caused by incomplete materials, inaccurate instructions, poor-quality source content, contradictory feedback, unauthorized stakeholder changes, or delayed Client responses.

6. Pricing and Payment

6.1 Pricing

Services may be priced per word, page, hour, deliverable, project, recurring period, or custom package. Unless expressly stated otherwise:

• Prices are quoted in U.S. dollars
• Applicable taxes are added when legally required
• Third-party expenses require Client approval before being incurred
• Discounts and promotional prices apply only when confirmed in writing
• Published website pricing may be changed prospectively and does not replace an accepted project-specific quote

6.2 Payment Methods

Mercado North may accept payment through Stripe, credit or debit card, ACH transfer, Novo invoice, check, PayPal, Venmo, or another method approved by Mercado North. Payment processing may be subject to the processor’s separate terms and privacy practices.

6.3 Payment Schedule

Full payment before work begins is Mercado North’s standard policy. Mercado North may approve deposits, installment arrangements, recurring payments, or Net 30 terms based on project size, Client history, institutional requirements, or other business considerations.

When installments are permitted:

• The required initial payment must be received before work begins
• Later installments are due on the dates stated in the project documents
• Unless otherwise agreed, the final installment is due upon delivery
• Mercado North may withhold final editable files, certifications, or unrestricted use rights until all amounts are paid

6.4 Late Payments

An undisputed amount that remains unpaid after its due date may accrue simple interest at the lesser of:

• 0.75% per month; or
• The maximum rate permitted by applicable law.

Mercado North may provide written notice and a reasonable opportunity to correct the missed payment before assessing interest. The Client is responsible for reasonable collection expenses, returned-payment fees, and payment-dispute or chargeback costs caused by an unjustified reversal of a properly authorized charge. The Client retains the right to dispute a genuine billing error in good faith.

6.5 Suspension for Nonpayment

Mercado North may suspend work, withhold delivery, revoke access to project systems, or adjust the schedule when payment is overdue. A suspension caused by nonpayment does not require Mercado North to preserve the original delivery date or reserved production capacity. Ownership or other rights in deliverables do not transfer until Mercado North has received full payment.

7. Rush, Weekend, and Holiday Work

A project requiring delivery within 48 hours may be subject to a 25% rush surcharge. The same surcharge may apply when the requested schedule requires substantial work to be performed on a weekend or U.S. federal holiday or requires delivery on such a date. Any surcharge will be disclosed in the applicable quote or otherwise approved in writing before the affected work begins. Payment of a surcharge does not obligate Mercado North to accept a rush project. Mercado North may decline work based on capacity, subject matter, risk, quality concerns, or other reasonable business considerations.

8. Delivery, Review, and Acceptance

Mercado North will deliver the agreed deliverables electronically in the format identified in the applicable project documents. The Client must review deliverables and submit any included revision request within seven calendar days after delivery unless another period is stated in writing. If the Client does not submit written feedback within that period:

• The deliverable will be treated as accepted
• The project may be administratively closed
• Included revision opportunities expire
• Later changes may be treated as additional work

Administrative acceptance does not prevent the Client from reporting an objectively verifiable error made by Mercado North. Mercado North is not responsible for delays caused by late materials, delayed feedback, incomplete approvals, conflicting stakeholder instructions, inaccessible systems, or changes to the project after approval.

9. Revisions and Additional Work

9.1 Included Revisions

The number of included revision rounds, if any, will be stated in the applicable quote or package. A revision round means one consolidated written submission of feedback. Multiple emails, comments, or submissions concerning the same draft may be combined and treated as one round or as additional work, depending on timing and scope. Included revisions apply only to work within the original scope.

9.2 Corrections of Mercado North Errors

Mercado North will correct objectively verifiable translation, spelling, grammatical, formatting, or implementation errors caused by Mercado North without charge. A correction is not the same as a subjective stylistic preference or a change in instructions.

9.3 Billable Changes

Unless otherwise agreed, the following are additional work billed at $75 per hour:

• Changes to source materials after work begins
• New or changed terminology preferences
• Reversal of a previously approved decision
• New formatting or technical requirements
• Feedback from newly introduced stakeholders
• Changes in audience, purpose, tone, strategy, or creative direction
• Subjective wording preferences after included revision rounds
• Instructions that were omitted, incomplete, or inaccurate when the project was approved
• Work requested after acceptance or project closure
• Additional meetings, research, analysis, or deliverables outside the approved scope

Mercado North will seek written approval before performing substantial billable work outside the original scope.

10. Scope Changes and Client Delays

A Client-requested change may result in revised pricing, deadlines, deliverables, staffing, or payment requirements. If a Client delay materially affects the schedule, Mercado North may:

• Move the project to the next available production window
• Extend the delivery date
• Issue an invoice for completed work
• Close the project after reasonable notice
• Propose a reasonable restart or rescheduling fee for substantial remobilization, subject to written approval before restarting
• Reallocate previously reserved capacity to other projects

Mercado North is not required to leave staff or contractor capacity indefinitely reserved for a delayed or inactive Client.

11. Cancellation of One-Time Projects

The Client may cancel a project by providing written notice. Upon cancellation, the Client must pay for:

• Work completed before cancellation
• Work already in progress
• Approved third-party or nonrefundable costs
• Reasonable project setup, research, file preparation, or administrative work already performed
• Any reservation or cancellation charge expressly stated in the applicable project documents

A reserved-capacity charge applies only if disclosed and accepted in writing in the applicable project documents. It must reasonably reflect reserved capacity or loss rather than operate as a penalty, and must not duplicate other charges for the same work or loss. Mercado North will refund any remaining unearned prepaid amount after deducting properly earned amounts and nonrefundable costs. If the project has been substantially completed when cancellation is received, the earned amount may approach the full project price, subject to the agreed scope, applicable law, and avoidance of duplicate recovery.

12. Retainers and Recurring Services

Retainers may function as reserved capacity, prepaid service allocations, recurring consulting arrangements, ongoing translation support, payment plans, or a combination of these models. The applicable proposal or retainer agreement will state:

• The services or capacity included
• Pricing and billing schedule
• Any minimum commitment
• Included words, hours, credits, meetings, or deliverables
• Overage rates
• Rollover and expiration rules
• Pause rights
• Cancellation notice
• Any early-termination charge

Unless otherwise stated:

• Retainers are paid in advance
• Unused allocations roll over for one additional billing period and then expire
• A Client may request one pause per calendar year for up to 90 days, subject to Mercado North’s written approval
• Available credits resume after an approved pause
• Cancellation after any minimum term requires 30 days’ written notice
• Reserved capacity may be reassigned after cancellation, expiration, prolonged delay, or nonpayment

12.1 Overage Process

Mercado North will make reasonable efforts to notify the Client when approximately 80% of the applicable allocation has been used. Work beyond the allocation requires written authorization and will be billed at the rate stated in the retainer agreement or, if no rate is stated, Mercado North’s then-current applicable rate. Mercado North may pause additional work until the Client approves the overage.

12.2 Price Changes

Mercado North may change the price of ongoing services by providing at least 60 days’ written notice. A price change does not alter a fixed price already accepted for a specific one-time project.

13. Certified Translations, Notarization, and Official Use

When requested and included in the project scope, a certified translation may include a signed statement affirming the translator’s qualifications and the accuracy and completeness of the translation to the best of the translator’s knowledge. Certification does not guarantee acceptance by a court, government agency, university, financial institution, foreign authority, or other third party. The Client is responsible for confirming the receiving organization’s requirements before ordering.

Notarization, printing, shipping, or similar services may require additional fees. Mercado North does not directly provide apostilles. The Client must obtain an apostille or other government authentication from the appropriate authority.

14. Strategy, Marketing, SEO, and Consulting Services

Strategy, localization, transcreation, SEO, GEO, marketing, and consulting services involve professional judgment. Recommendations may be influenced by audience research, cultural analysis, language conventions, available data, platform behavior, and Client objectives.

Mercado North does not guarantee:

• Sales, leads, revenue, conversions, engagement, or market share
• Search rankings or placement in AI-generated results
• Regulatory approval
• Acceptance by a particular audience
• A particular commercial or strategic result
• Continued performance after search engines, platforms, algorithms, laws, market conditions, or Client content change

The Client remains responsible for business decisions, implementation, testing, legal compliance, and final approval.

15. Literary Translation

Every literary translation project must be governed by a separate signed literary translation agreement. That agreement should address, as applicable:

• Translation ownership and publication rights
• Advances, fees, royalties, and accounting
• Translator credit
• Editorial review and revisions
• Publication deadlines
• Marketing obligations
• Copyright registration
• Audit rights
• Complimentary copies
• Rights reversion
• Termination
• Artificial-intelligence and machine-learning use

The separate literary agreement controls if it conflicts with these Terms. The general pricing, revision, cancellation, portfolio, or ownership provisions in these Terms do not override specific literary provisions.

16. Independent Contractors

Mercado North may use qualified independent translators, editors, proofreaders, reviewers, consultants, formatters, developers, or other service providers to complete or support a project. Mercado North will require contractors receiving confidential Client information to be subject to appropriate confidentiality obligations. Mercado North remains responsible for managing the services delivered to the Client, except where the Client directly retains or manages a third party.

Advance Client approval will normally be required before subcontracting access to:

• Protected Health Information (PHI)
• Information subject to a Business Associate Agreement (BAA)
• Information subject to a contract that expressly restricts subcontracting
• Allegedly privileged legal communications
• Unusually sensitive financial, security, or personally identifiable information
• Materials for which the Client has requested special handling in writing

The Client must disclose applicable restrictions before submitting the materials.

17. Technology, Artificial Intelligence, and Third-Party Systems

Mercado North may use business and language technology necessary to perform and manage services, including cloud storage, project-management systems, customer-relationship systems, computer-assisted translation software, research tools, and quality-assurance tools. Website intake uses Lovable Cloud and Supabase-compatible services. Use of a provider remains subject to applicable confidentiality obligations, Client authorizations, and project-specific restrictions.

Mercado North may use generative artificial intelligence, machine translation, or similar tools for permitted purposes such as:

• Research
• Brainstorming
• Initial drafting support
• Translation assistance
• Editing
• Quality assurance
• Terminology review
• Formatting
• Content extraction
• Strategy analysis

Mercado North will not knowingly enter confidential Client content into a generative-AI system without:

• The Client’s express authorization; and
• Reasonable safeguards appropriate to the information involved.

Mercado North may use de-identified questions, general concepts, or nonconfidential information for research and workflow support. Unless expressly agreed otherwise, Mercado North does not create, maintain, or deliver Client translation memories. Technology output is subject to appropriate professional review and is not assumed to be accurate merely because a machine produced it.

18. Confidentiality

Each party will protect the other party’s nonpublic information that is identified as confidential or that a reasonable person would understand to be confidential. Confidential information may be used only to perform or receive the services, administer the business relationship, enforce the agreement, or comply with law.

Confidentiality obligations do not apply to information that:

• Was lawfully known without a confidentiality obligation
• Becomes public without breach
• Is received lawfully from another source
• Is independently developed without using the confidential information
• Must be disclosed by law, subpoena, or court order

Mercado North may disclose confidential information to employees, contractors, attorneys, accountants, insurers, and service providers who reasonably need access and are subject to appropriate confidentiality obligations. Where legally permitted, a party required to disclose confidential information will provide reasonable advance notice so the other party may seek protection.

19. Sensitive and Regulated Information

The Client must notify Mercado North before providing medical, financial, legal, government-controlled, educational, biometric, payment-card, or other regulated information. Mercado North is not agreeing to specialized statutory, regulatory, security, privilege, or professional obligations merely by receiving such information.

Services involving Protected Health Information (PHI), a claimed legal privilege, export-controlled information, or another specialized compliance regime may require:

• A separate written agreement
• A Business Associate Agreement (BAA)
• An NDA
• Security restrictions
• Approved systems and contractors
• Additional fees
• Independent legal or compliance review

Mercado North may decline materials requiring safeguards it cannot reasonably provide. These arrangements do not waive legal duties that apply regardless of whether a separate agreement has been signed. No statement in these Terms represents that Mercado North is universally HIPAA compliant, preserves attorney-client privilege, or satisfies every regulatory standard for every project.

20. Data Security and Retention

Mercado North will use reasonable administrative, technical, and physical safeguards appropriate to its operations and the information involved. No electronic storage or transmission method is completely secure. Mercado North does not guarantee that a security incident, system failure, unauthorized access, or data loss can never occur.

Project materials may be retained for the time reasonably necessary to:

• Perform and revise the services
• Maintain project and quality records
• Resolve disputes
• Comply with legal, tax, insurance, or contractual obligations
• Protect the rights of Mercado North and the Client

A project-specific deletion deadline must be agreed in writing and must account for relevant systems, contractors, backups, and legal obligations. The Mercado North Privacy Policy provides additional information concerning personal information and data practices. Existing written retention and deletion commitments remain effective unless lawfully amended. Account closure alone does not erase project records. A required legal hold or nonwaivable deletion duty controls where applicable.

21. Intellectual Property

21.1 Client Materials

The Client retains ownership of the source materials and other intellectual property it provides. The Client grants Mercado North and its approved contractors a limited license to access, copy, modify, process, and use those materials solely as reasonably necessary to perform the services. The Client represents that it possesses the rights and permissions necessary to authorize that use.

21.2 Final Deliverables

Upon full payment, the Client will own the final deliverables specifically identified as Client-owned in the applicable project documents, excluding Mercado North Materials, third-party materials, and items expressly licensed rather than assigned. Until full payment is received, the Client receives only a limited, revocable right to review the deliverables internally.

21.3 Mercado North Materials

Mercado North retains ownership of:

• Pre-existing intellectual property
• Methods, processes, templates, systems, and workflows
• Internal checklists and quality-assurance materials
• Research methods and internal notes
• Drafts and rejected alternatives
• Prompts and workflow instructions
• General terminology, know-how, and linguistic knowledge
• Reusable tools and non-client-specific resources

The Client may use Mercado North Materials only to the extent incorporated into a paid final deliverable and necessary to use that deliverable for its intended purpose.

21.4 Client-Specific Resources

Ownership of a custom glossary, style guide, term base, source file, editable working file, or similar resource depends on the applicable project documents. A resource expressly sold or identified as a Client deliverable transfers upon full payment. Internal working versions and underlying Mercado North processes do not transfer unless expressly stated.

21.5 General Knowledge

Mercado North may reuse general skills, ideas, experience, processes, linguistic knowledge, and nonconfidential terminology gained while performing services. Mercado North will not reuse Client confidential information, identifiable content, or Client-specific proprietary materials for another client.

21.6 Portfolio Use

Mercado North will not publicly display Client materials, deliverables, names, trademarks, testimonials, or project details for portfolio or promotional purposes without prior written permission.

22. Third-Party Materials and Platforms

Deliverables may incorporate or depend on third-party fonts, software, plugins, images, platforms, templates, data, or content. Third-party materials remain subject to their owners’ licenses and terms.

Mercado North is not responsible for:

• Changes made by third-party platforms
• Platform outages or account restrictions
• Rejection caused by third-party requirements not disclosed in advance
• Unauthorized modifications made after delivery
• Defects in Client-provided or third-party materials
• Continued compatibility after software or platform changes

23. Representations and Warranties

Mercado North represents that it will perform the services professionally and in substantial accordance with the agreed scope.

The Client represents that:

• It has authority to enter the agreement
• It has the right to provide the source materials
• Its instructions and materials do not knowingly violate law or third-party rights
• It will not use the services for unlawful, fraudulent, deceptive, defamatory, or infringing purposes
• It will review deliverables before relying on or publishing them

Except for express promises stated in the applicable agreement, services and deliverables are provided without other warranties, whether express, implied, statutory, or otherwise, to the maximum extent permitted by law.

24. No Professional Legal, Medical, or Financial Advice

Translation and language services do not constitute legal, medical, tax, accounting, investment, engineering, regulatory, or other licensed professional advice. A translation of professional material does not independently verify the underlying content or replace review by an appropriately qualified professional. The Client is responsible for obtaining specialized review when the deliverable will be used for a regulated, high-risk, or legally consequential purpose.

25. Limitation of Liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost data, lost business opportunities, or reputational harm.
• Mercado North’s total aggregate liability arising from a project will not exceed the amount the Client paid to Mercado North for the specific services giving rise to the claim.
• Mercado North is not liable for damages caused by inaccurate source material, Client instructions, unauthorized modifications, third-party systems, or use outside the disclosed project purpose.

These limitations do not apply to liability that cannot lawfully be limited or excluded. They do not disclaim the express professional-performance and error-correction commitments in these Terms or any more specific protection agreed in a signed project agreement. Nonwaivable consumer rights remain effective.

26. Indemnification

The Client will defend, indemnify, and hold harmless Mercado North and its owners, employees, and contractors from third-party claims, damages, liabilities, and reasonable expenses arising from:

• Materials supplied by the Client
• The Client’s lack of necessary rights or permissions
• The Client’s unlawful, infringing, fraudulent, or unauthorized use of a deliverable
• Material changes made after delivery
• Client instructions that violate law or third-party rights

Mercado North will remain responsible for claims arising directly from Mercado North’s intentional misconduct, knowing infringement, or other liability that cannot legally be shifted to the Client. A party seeking indemnification must provide reasonable notice and cooperation. No settlement admitting fault or imposing a material obligation on the protected party may be entered without that party’s written consent.

27. Suspension, Refusal, and Termination

Mercado North may decline, suspend, or terminate services for a reasonable business or legal basis, including:

• Nonpayment
• Material breach
• Harassment, threats, discrimination, or abusive conduct
• Fraud, misrepresentation, or unlawful activity
• Infringing, deceptive, or dangerous content
• A conflict of interest
• A security or confidentiality risk
• Repeated refusal to provide necessary information or approvals
• Repeated attempts to obtain substantial work outside the approved scope
• Requests that violate professional standards
• Conduct that creates a material risk to Mercado North, its staff, contractors, clients, or reputation

When reasonably possible, Mercado North will provide written notice and an opportunity to cure a correctable breach. Immediate suspension or termination may occur for threats, harassment, fraud, illegal content, security incidents, deliberate nonpayment, or other serious conduct.

Upon termination:

• The Client must pay for completed work, work in progress, and noncancelable costs
• Mercado North may withhold unpaid deliverables
• Any remaining unearned prepaid amount will be refunded after proper deductions
• Sections intended to survive termination will remain effective

Negative feedback or a good-faith dispute, by itself, is not grounds for termination or forfeiture of money.

28. Force Majeure

Neither party is responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, government action, labor disruption, public-health emergencies, utility failures, internet outages, cyberattacks, or failures of essential service providers.

The affected party will make reasonable efforts to notify the other party and resume performance. A force majeure event does not excuse payment for services already performed.

29. Informal Dispute Resolution

Before filing a lawsuit, the parties will make a good-faith effort to resolve the dispute through written notice and direct discussion. The notice must reasonably describe:

• The nature of the dispute
• The relevant project
• The requested resolution
• Supporting information reasonably available to the complaining party

The parties will allow at least 30 days after receipt of the notice to attempt resolution, unless urgent relief or an applicable legal deadline makes that impracticable. This process does not prevent a regulator complaint or exercise of a nonwaivable right. The parties may mutually agree to mediation. These Terms do not presently require binding arbitration, waive a jury trial, or waive class-action rights.

30. Governing Law and Venue

These Terms and the services are governed by Texas law, without regard to conflict-of-law principles. Unless the parties agree otherwise in a separately signed agreement, any legal proceeding arising from these Terms or the services must be brought in a state or federal court with jurisdiction in Tarrant County, Texas. Each party consents to the personal jurisdiction of those courts, subject to mandatory consumer protections and jurisdiction rules.

31. Attorney’s Fees

In a legal proceeding arising from the agreement, a court may award reasonable attorney’s fees and costs when authorized by the agreement or applicable law. Nothing in this section guarantees that either party will recover its attorney’s fees.

32. Notices

Project communications, approvals, feedback, change requests, cancellations, and ordinary notices may be sent by email. A formal notice of breach, termination, indemnification claim, or legal dispute must be sent to the applicable contact listed in the project documents or to:
Spanish With A Gringo LLC d/b/a Mercado North
Attn: Zach Bennett
Email: zach@mercadonorth.com
Phone: 469-980-6297

An email notice is considered received when the recipient replies, otherwise acknowledges receipt, or the sender receives reliable electronic confirmation showing delivery without a failure notice. Either party may update its notice information in writing.

33. Changes to These Terms

Mercado North may update these Terms prospectively. An updated version will not retroactively alter an already accepted fixed project unless the Client expressly agrees. For recurring or ongoing services, Mercado North will provide reasonable notice of a material change. Material changes to an existing recurring arrangement require express acceptance or another legally effective agreement process after notice and a reasonable opportunity to cancel. Changes do not alter an existing fixed commitment or minimum term unless agreed.

34. General Provisions

34.1 Entire Agreement

These Terms and the applicable project documents constitute the entire agreement concerning the services and replace prior discussions or representations concerning the same subject.

34.2 Amendments

A project-specific amendment must be in writing and approved by authorized representatives of both parties.

34.3 Assignment

Neither party may assign the agreement without the other party’s written consent, except that Mercado North may assign it in connection with a merger, reorganization, sale of substantially all assets, or transfer to an affiliated or successor business.

34.4 Independent Contractors

The parties are independent contractors. Nothing creates an employment, partnership, franchise, fiduciary, or joint-venture relationship.

34.5 No Third-Party Beneficiaries

The agreement benefits only the parties and their permitted successors and assigns.

34.6 Severability

If a provision is held unenforceable, the remaining provisions remain effective. The invalid provision will be modified only to the minimum extent necessary to make it enforceable where permitted.

34.7 Waiver

Failure to enforce a provision once does not waive the right to enforce it later.

34.8 Headings

Headings are provided for convenience and do not change the meaning of the Terms.

34.9 Survival

Payment obligations, confidentiality, intellectual property, liability limitations, indemnification, dispute provisions, and other terms that logically should continue will survive completion or termination.

35. Contact

Questions about these Terms may be sent to:
Spanish With A Gringo LLC d/b/a Mercado North
Email: zach@mercadonorth.com
Phone: 469-980-6297
Website: https://mercadonorth.com