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Términos y condiciones

Last updated December 2019

These Terms and Conditions of the Platform ( "Terms and Conditions" ) , together with the specifically agreed Master Services Agreement , if applicable, Statement of Work, Solution Specification , our Privacy Policy (available at https://unbabel.com/privacy-policy/), and any additional terms which might apply to certain products, services or entities, govern your use of and explain the terms on which Unbabel Inc. , with registered office at 2 Embarcadero Center 8th Floor San Francisco CA 94111, USA (" Unbabel") provides you with access to and use of its platform (the " Unbabel Platform"). Please read these Terms and Conditions carefully before using or registering to use Unbabel Platform.

1. General Terms

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

1.2. This is an agreement between the Customers and Unbabel , which will apply in respect of the translation services (the " Services") offered through the Unbabel Platform.

2. Services and Payments

2.1. The Customers submit content to Unbabel Platform (the " Original Work"), so that they can get new content resulting from automatic machine translation with additional editing provided by the Service Providers (the " Translated Work"). The agreed upon Services are defined in the Statement of Work entered intobetween Unbabel and the Customer.

2.2. Unbabel has two modalities of providing the Services through the Platform:

a) Pilots – short-term projects, charged on the basis of the number of words translated, as agreed in the Statement of Work ;

b) Subscriptions - charged on the basis of the payment of a periodical fixed fee, although subject to variations, as agreed in the Statement of Work.

2.3. Unbabel does not currently support any modality "Pay as You Go". Any Customers previously entitled to this modality shall be invited to convert the existing use credits into Pilots or Subscriptions, otherwise their use credits will be lost.

2.4. Billing terms and periods are defined in the Master Services Agreement and/or Statement of Work.

3. Delivery

3.1. The indicative average deadline provided for the delivery of the Translated Works is specified in the Solution Specification , assuming that all other Service Buyer's obligations established in these Terms and Conditions are fulfilled.

3.2. Without prejudice of what may be agreed otherwise between the parties, no delay in the Services shall entitle the Customers to reject any delivery or performance or to terminate the contractual relationship.

3.3. Posting or delivery for the purpose of transmission to the Customers shall, for the purposes of these Terms and Conditions , constitute delivery to the same. Risk in the Translated Works shall pass to Customers on delivery, being the Translated Works considered to be delivered to the Customers and Unbabel's obligations duly fulfilled in the situation mentioned in the beginning of this paragraph, even in the case the Customers have no conditions to receive them or receive them properly.

3.4. Upon agreement with the Customers , Unbabel may deliver the Translated Works by instalments in such quantities as it may reasonably decide; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Customers to cancel any other instalments or terminate the contractual relationship as a whole.

4. Privacy and Security

4.1. Unbabel takes all the standard security measures appropriate to protect the information submitted to the Unbabel Platform against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. These measures ensure a level of security appropriate to the risks presented by the processing and the nature of the information to be protected having regard to the state of the art and the cost of their implementation.

4.2. Customers are responsible for maintaining the confidentiality of passwords and usernames that give access to the Unbabel Platform.

4.3. Unbabel doesn't have the means to check the identities of people using the Unbabel Platform and will not be liable where the Customers password or username is used by someone else. The Customers agree to immediately notify Unbabel by email to customer.success@unbabel.com of any unauthorized use of their password or username they become aware of.

4.4. Service Providers view the content of the Original Works only in the context of translating that content. Service Providers have no information about the Customers , with any personally identifiable informationbeing pseudonymized.

4.5 Worldwide distributed Service Providers are under Non-Disclosure Agreements ("NDA") in accordance with the respective Terms of Service (available at https://unbabel.com/terms-of-service/) that prevents them from disclosing in whatever form or medium the content that they have access to during the provision of the Services. Service Providers perform their work on Unbabel Platform on which data is encrypted in transit and at rest.

4.6. Unbabel may process information, including Original Works, to provide the Services to the Customers, either directly or through previously authorized third parties, as well as to improve Unbabel's products and services and machine learning technology. Unbabel stores that information on EU and US located servers that are controlled by Unbabel or by third parties who have agreed to comply with Unbabel's commitments made under this clause and its Privacy Policy and with whom Unbabel has a contractual relationship.

4.7. Unbabel will not share Customers' information with third parties without the Customers' consent, except in the case Unbabel may be required to disclose information pursuant to lawful requests, such as subpoenas or court orders, or in compliance with applicable laws.

4.8. If the ownership of all or substantially all of the Unbabel business or assets were to change, the Customers shall have the option to expressly and clearly give or withdraw its consent for its user information be transferred to the new owner(s).

4.9. If the Customers do not want to receive promotional emails from Unbabel , they should submit their objection via a request by emailing Unbabel at data-requests@unbabel.com. Unbabel will implement any choice the Customers make as soon as possible; provided, however, Unbabel reserves the right to send them certain communications relating to its services, such as service announcements and administrative messages.

5. Responsibility and Liability

5.1. The Services shall be carried out by Unbabel in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Unbabel shall use all reasonable skill and care in selecting Service Providers to produce the Translated Works and perform the Services , as well as in the usage of automatic translation software.

5.2. Unbabel takes all the standard security measures appropriate to protect the safety of the transmission of information to or from the Unbabel Platform to or from the Customers.

5.3. Access to and use of the Platform may be subject to interruptions, disconnections or other anomalies, in particular as a result of malfunctions or overloads, outside of Unbabel's control, and the Customer expressly acknowledges that Unbabel shall not be liable in respect of potential or actual damages that may, directly or indirectly, result to the Customer due to the occurrence of such events, namely regarding the transmission of any Translation Works.

5.4. Unbabel does not warrant or make any representation regarding the use of the Original Works / Translated Works by the Customers in terms of their full accuracy, correctness, and reliability regarding their respective purposes. For the avoidance of any doubt, the content of the Original Works / Translated Works does not reflect Unbabel's opinions, views or policies.

5.5. Notwithstanding the provisions of 5.4. above, the Customers must notify Unbabel within 30 days of delivery of the Translated Works of any alleged inaccuracies in the same or any claim arising out of the provision of the Services and/or the Translated Works , together with full details of such inaccuracies or claim. In such case, Unbabel will rectify any such alleged inaccuracies or respond to said claims, as determined by Unbabel in its sole discretion.

5.6. Unbabel shall not be liable for any indirect losses or damages, suffered by any Customer, resulting from the use of the Unbabel Platform by the Customer.

6. Intellectual Property

6.1. The Customers represent and warrant that they have all right, title, and interest in the Original Works and that these will not infringe upon any third party's rights.

6.2. The Customers hereby agree that they shall indemnify and hold harmless Unbabel and its affiliates as well as its current and past directors, officers and employees from and against all claims brought by third parties related to any copyright infringement.

6.3. All intellectual property rights (including, but not limited to copyright) in the Original Works shall vest in the Customers (or their licensors); all intellectual property rights in the Translated Works will be assigned to the Customers upon receipt of full payment by Unbabel.

6.4. For the avoidance of doubt and for the purposes of 4.6 above, and subject to an eventual withdraw in the terms of 4.8. above, the Customers hereby grant to Unbabel a non-exclusive, royalty-free, sublicensable (to Unbabel's personnel and subcontractors) worldwide license and consent to store and use the Original Works and the Translated Works for the aims described in such provision 4.6.

7. Access and Proprietary Rights

7.1. As long as the Customers comply with these Terms and Conditions , they are authorized to access to and use the Unbabel Platform. The pages and content on the Unbabel Platform are protected by copyright and cannot 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.

7.2. Violation of the above restriction may result in infringement of intellectual property and contractual rights of Unbabel and could result in substantial civil and criminal penalties.

7.3. Except if expressly and written consented by Unbabel , these Terms and Conditions do not grant the Customers any express, implied or other license or right under any patent, trademark or copyright of Unbabel , irrespectively of its purpose.

8. Representations and Warranties

8.1. The Customers shall use the Unbabel Platform and the Services only in a manner that is accepted and legal according to all applicable laws and regulations.

8.2. The Customers shall adhere to Unbabel's acceptable use policies and all other terms and conditions relating to the usage of the Services in respect of the Unbabel Platform, and will not transmit junk messages, advertisements or any type of solicitation whatsoever of any products or services to any other Customers.

8.3. The Customers shall be strictly prohibited from, directly or indirectly, soliciting any Service Provider to perform a translation outside of the Unbabel Platform without the prior, written permission of Unbabel. Moreover, Customers are prohibited from negotiating fees directly with other Services Providers or Customers.

8.4. The Customers shall 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.

8.5.The Customers shall not conduct any illegal and/or unauthorized uses of the Unbabel Platform , including but not limited to (i) decompile, disassemble, or reverse engineer the underlying software; (ii) build a similar or competitive product or service to the Services , as well as use tools to probe, scan or attempt to penetrate or benchmark the Services ; (iii) sell, rent, lease or use the Services for time sharing purposes; (iv) obtain unauthorized access to the Services, and (v) transmit any data via the Services that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other similar computer programming routines. Unauthorized framing of or linking to the Unbabel Platform will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.

8.6.The Customers agree that in order to protect the Customers from improper advertising or solicitation, and to maintain usage integrity on the Unbabel Platform, Unbabel reserves the right to restrict access to all or certain elements of the Services or Unbabel Platform on a per-action basis, such levels to be determined in Unbabel's sole discretion from time to time.

8.7. The Customers shall not create multiple user accounts to avoid fees, suspension or bad ratings on Unbabel.

8.8. The Customers ensure that the transfer of personally identifiable information to Unbabel, and to other third parties is legitimate, compliant with the applicable laws and regulations.

9. Breaches

Unbabel reserves the right to take any action it deems necessary to safeguard its rights, in the event of breach or attempted breach of the representations and warranties included in these Terms and Conditions , namely to suspend or block access to and use of the Unbabel Platform , without the Customers being entitled to any compensation as a result thereof.

10. Changes

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

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

10.3. Should a Customer not accept any amendment of these Terms and Conditions , the contractual relationship with Unbabel shall terminate. These Terms and Conditions will continue to apply to a Statement of Work still in effect upon termination or expiration, unless or until such Statement of Work expires or is terminated.

11. Miscellaneous

11.1. This version of the Terms and Conditions was created on 2 December 2019. These Terms and Conditions , together with the Master Services Agreement and the Statement of Work , contain the entire agreement regarding the use of the Unbabel Platform and the Services.

11.2. In the event of a conflict between these Terms and Conditions and a Master Services Agreement or Statement of Work , the terms of these latter shall prevail.

11.3. If any provision of these Terms and Conditions is held invalid, the remainder of these Terms and Conditions shall continue in full force and effect.

12. Laws and Regulations

These Terms and Conditions are governed by the laws of the State of California, USA. Any claims or disputes shall be resolved in the state or federal courts located in San Francisco County, California, USA.