1.1 Unbabel is a software service combining automatic machine translation with editing of the resulting translation by editors (“Service Providers” or “Service Provider” or “you”) to deliver translated texts to its customers (“Customers” or “Customer”) through the Internet. Unbabel may also make use of software services provided by third parties in order to improve its own services (“Third Software Services”).

1.2. This is an agreement between the Service Providers and Unbabel, which will apply in respect to the translation services (the “Services”) provided by the Service Providers through the Platforms.

1.3. You must agree to the following terms before you may work as an Unbabel Editor, Reviewer, Terminologist, Evaluator or Annotator.

2.1 When you register on the Platform you are asked to create your own profile. Your profile includes some mandatory personal data such as your name, email address, country of origin, birthdate, languages in which you are available to provide the services, education and interests (relevant in order for Unbabel to try to assign translations in accordance with such education and favorite domains) and also general information you wish to disclose about yourself.

2.2. Unbabel will process your personal data in strict compliance with the abovementioned Privacy Policy and related applicable laws which shall be considered, where applicable, as part of this Agreement and which terms are of your knowledge.

2.3 Upon successful registration, you become a Service Provider, and for as long as you remain a Service Provider, you agree to comply with the applicable terms of this Agreement.

2.4. Unbabel assumes no responsibility whatsoever for your use of the Platform. It is for your sole, personal use and you may not distribute your username and password allowing others to use the Platform through your membership.

2.5. The fact that anyone becomes a Service Provider does not constitute Unbabel in any kind of obligation to assign services to the Service Provider, nor gives the Service Provider the right to demand the same from Unbabel, which may assign the services as its sole and full discretion.

The register as a Service Provider is strictly prohibited to minors or any person under the legal working age in his or her country and, in any case, prohibited to any person under the age of 18. If you misrepresent your age, your registration as a Service Provider will be automatically canceled. By using the Platform, you confirm and guarantee that you meet age restrictions requirements.

4.1. Each time a Service Provider is requested by Unbabel to provide a specific service, they receive a note with the Original Works to be translated, either via Unbabel platform or app or other means of communication, the language for translation and the time required for returning the Translated Work (the “Services”) and should confirm his/her availability to provide Services before engaging. The absence of such confirmation within the above period is deemed as a non-availability response.

4.2. The Service Providers are remunerated on an hourly basis, being credited by the number of hours worked, according to an hourly rate to be communicated by Unbabel from time to time to the Service Providers, being such credit of hours also communicated or made available to the Service Providers.

4.3. Once the Services provided by each Service Provider are approved, Unbabel will transfer accrued earnings to the respective Service Provider if the Service Provider requests such transfer AND the Service Provider has accrued \$5 (five US Dollars) or more of earnings in corresponding Unbabel account, the transfer will then be executed in the next fourteen (14) business days via Paypal services or any other Unbabel decides to make available, informing the Service Providers of the same.

4.4. The earnings mentioned in previous 4.3. are based on the above hourly rate and the time spent with the Services. The payment of any taxes regarding earnings is the sole responsibility of the Service Provider.

4.5. All payments will be made in US Dollars.

4.6. Unbabel reserves the right to suspend a payment: (i) if the source of the funds used for the service is suspected to be fraudulent; (ii) If Unbabel is notified by the Customers of any alleged inaccuracies in the Translated Works or of any claim arising out of the provision of the Services by such specific Service Provider and/or the respective Translated Works. Any funds received from an account having made a fraudulent deposit (e.g. stolen credit card) or after notification of the Customers according to sub-paragraph ii) above, will be reversed immediately. If in any of the above situations a payment has already been processed, the Service Provider will be expected to return the funds to Unbabel’s account or face account termination.

4.7. Any Service Provider that Unbabel removes from the Services due to violation of this Agreement will not receive further credit/rewards or payments from Unbabel.

5.1. Service Providers view the content submitted for translation – “Original Works” – only in the context of reviewing the translation of that content – “Translated Works”.

5.2. Service Providers have no information about the Customer unless their identification is provided as part of the content. Personal data is replaced by identifiers via a pseudonymization process.

5.3. Service Providers are under an NDA (see 5.4 below), which is part of this Agreement, that prevents them from disclosing in whatever form or medium the content that they have access while providing the Services;

5.4. Regarding 5.3. above, Unbabel will take all the measures and safeguards adequate to ensure the confidentiality of the content, of the related personal data and also regarding its security.

5.5. Nevertheless, Service Provider is aware that, as a result of their engagement with Unbabel, can view confidential information that, if disclosed, could have an effect on the trading of securities (e.g. bonds and stocks) of companies who are Unbabel’s customers or clients of Unbabel’s customers. The Service Provider agrees that, in addition to their confidentiality obligations, will not engage in purchasing or selling securities of such companies (either directly or indirectly) while in possession of any such information, and will not disclose such information to others.

5.6. Service Provider acknowledges that Unbabel, in compliance with the Market Abuse Regulation (MAR) and other applicable laws and regulations, may be required to disclose the Service Provider’s personal details and the specifics of the information accessed during the course of their engagement. Such disclosure shall only be made to the extent necessary to fulfill legal and regulatory obligations, and Unbabel shall take all reasonable steps to ensure that any information disclosed is treated confidentially. The Service Provider agrees to cooperate fully with Unbabel in the event of such a disclosure and to provide any additional information as may be required by the relevant authorities.

As a rule, Service Provider will not have access to personal data included in the Original Works. However, should that occur, Service Provider hereby agrees to immediately inform Unbabel and to:

a) process any personal data that may be included in the Original Works only pursuant to documented instructions from Unbabel;

b) ensure that such processing shall be bound by an obligation of confidentiality;

c) implement appropriate technical and organizational measures to secure the data.

8.1. As long as Service Providers comply with this Agreement, they are authorized to access and use the Platform. The pages and content on the Platform are protected by copyright and may not be copied, distributed, modified, published, or transmitted in any manner, including but not limited to any use for creative work or to sell or promote other products.

8.2. Violation of this restriction may result in infringement of intellectual property and contractual rights of Unbabel and could give rise to substantial civil and criminal penalties. The “Unbabel” trademark is owned by Unbabel, Inc. You may not use this trademark for any purpose without the express prior written consent of Unbabel, Inc. Except as expressly set forth above, this Agreement does not grant you any express, implied or other license or right under any patent, trademark or copyright of Unbabel, Inc.

9.1. The Service Providers shall:

a) Use the Platform and the Services only in a manner that is accepted and legal according to all applicable laws and regulations;

b) Adhere to Unbabel’s acceptable use policies and all other terms and conditions relating to providing the Services in respect of the Platform;

c) Be strictly prohibited from, directly or indirectly, soliciting any Customer to pay for a translation outside of the Platform. Moreover, Service Providers are prohibited from negotiating fees directly with the Customers;

d) Not in any way copy, modify, publish, transmit, display, sell, distribute or reproduce copyrighted material, trademarks, or other protected proprietary information without the express written consent of Unbabel;

e) Not conduct any illegal and/or unauthorized uses of the Platform, including but not limited to collecting usernames and/or email addresses by electronic or other means for the purpose of sending unsolicited email, forwarding commercial or other offers to Customers or to other Service Providers by the Platform or by email or other means external to the Platform, and unauthorized framing of or linking to the Platform will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress;

f) Agree that in order to maintain usage integrity on the Platform, Unbabel reserves the right to restrict access to all or certain elements of the Services or Platform on a per-action basis, such levels to be determined in Unbabel’s sole discretion from time to time;

g) Not engage in, and Unbabel is not responsible for, any form of harassment, offensive or abusive behavior of any kind whatsoever that may be harmful to any Customer or another Service Provider, including but not limited to physical and emotional damage. i.e. not use the Platform, Services, or your profile for any purpose other than translation services;

h) Not create multiple user accounts or attempt to create a new one if you have ever had an account disabled by us;

i) Not use any unauthorized third-party programs, including translation apps, bots, crawlers and any automation programs that interact with Unbabel in any way, for any purpose;

j) Not attempt to access Unbabel through unauthorized third-party applications, solicit login credentials from other users, or buy, sell, rent, lease or share access to your account, or an username;

k)  Not avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Unbabel or any third party to protect or control access to Unbabel or any part thereof;

l) Not disclose or redistribute any of the content (information) on Unbabel, including but not limited to Original Works, Translated Works, private messages, or documents.

9.2. If you do not comply with the Agreement and we do not take action immediately, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

10.1. Unbabel reserves the right to change these Terms of Service at any time, being all changes posted online and brought upon the attention of the Service Providers by Unbabel for acceptance, at least one month before its entry into force.

10.2. Service Providers are responsible for reviewing the Terms of Service as may be posted regularly to obtain timely notice of such changes.

10.3. Should a Service Provider not accept any amendment of these Terms of Service, the contractual relationship with Unbabel shall terminate and the Service Provider will not continue to provide Services.

11.1. Unbabel or you may terminate this Agreement at any time and for any reason whatsoever (as far as it does not jeopardize any Services in course) effective upon sending written notice to the other party by email or by explicitly withdrawing the terms of service checkbox on your profile.

11.2. If any Service Provider sends a notice of termination, it takes effect within 30 days counting from its deliverance. The Service Provider registration shall terminate without an obligation to make a payment, rebate or refund on the part of Unbabel with the exception of the amounts already cashed out of Service Provider’s account.

11.3. Unbabel does however reserve the right to suspend or terminate your membership at any time, without notice, if you breach this Agreement or any other specific terms and conditions posted on the Platform from time to time. Termination shall be immediate and does not entitle the Service Provider to any compensation.

12.1. You assume full responsibility and you assume all risk for the use of the Platform and the provision of the Services.

12.2. The Service Provider shall defend, indemnify, and hold harmless Unbabel, its officers, directors, employees, agents, affiliates and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of the Platform or provision of Services, including any breach by you of this Agreement or other terms and conditions posted on the Platform from time to time, as well as the infringement of any third-party rights.

13.1. Neither Unbabel nor its affiliates guarantee the accuracy, completeness, or usefulness of any information related to the Translated Works on the Platform, and neither adopts, endorses, nor is responsible for the accuracy or reliability of any opinion, advice, or statement made.

13.2. Unbabel reserves the right but has no obligation, whether on the basis of complaints or on its own initiative, to review usage, activity or the content of any messages, materials or other interchanges which are otherwise posted, sent or transmitted via the Platform.

13.3. Unbabel shall have the right in its sole discretion to remove any material or profiles, regardless of whether Unbabel determines that such materials or profiles violate, or are alleged to violate, the law or this Agreement. Notwithstanding the foregoing, Unbabel does not undertake to monitor, control or edit any communications between Service Providers.

13.4. In no event Unbabel or its affiliates will be liable for any incidental, consequential, or indirect damages (including, but not limited to, any threats, torts or injuries directly or indirectly connected to the Platform and/or the Services, damages for loss of data, loss of programs, cost of service interruptions or procurement of substitute services), even if Unbabel, its agents or representatives know or have been advised of the possibility of such damages.

13.5. Neither Unbabel nor its affiliates warrant that your provision of the Services will be secure, uninterrupted, always available, error-free, will meet your requirements, or that any defects in the Platform will be corrected. Unbabel and its affiliates disclaim all liability, regardless of the form of action, for the acts or omissions of other users (namely unauthorized users, or “hackers”) of the Platform.

14.1. This version of the Terms of Service was created in February 2021. This Agreement contains the entire agreement regarding the use of the Platform and the Services.

14.2. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.