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.

1.3. These Terms and Conditions apply to Unbabel Inc. group of companies.

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 Services to be provided are defined in the Statement of Work (sometimes also called Order Form) entered into between Unbabel and the Customer except for the services referred to in 2.2. c).

2.2. Unbabel has three modalities of providing the Services through the Unbabel Platform:
a) Pilots – short-term projects, charged on the basis of the payment of a one-time fee, 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; and

c) Self-service – a pay-as-you-go modality, in which Customers pay only for the Units that entitle them to use services during a given period of time.

2.3. Billing terms are defined in the Master Services Agreement and/or Statement of Work, except for Self-service.

2.4. Each Subscription shall automatically renew for successive periods of equal length, unless a ninety days prior written notice regarding the end of the Subscription period in course is issued, either from the Customers or Unbabel, informing of the intention to terminate the Subscription.

2.5. Any amounts not paid as specified and in accordance with the terms of the issued invoices will be subject to interest at the maximum rate allowed by the applicable law. In case of the Subscription modality, the delay in the payment of the periodical fee grants Unbabel the right to suspend the Services.

2.6. Self-service validity and expiration date:
a) Unit Validity Period: The validity period for Units of 365 days counted as from the date of their subscription, following which they will expire.

b) Expired Units: Units that have not been used within the validity period will expire automatically on the expiration date, and they will be removed from the Customer’s account without any compensation or reimbursement.

c) Notification: Unbabel may provide reminders or notifications regarding the consumption and/or upcoming expiring Units, but it is the Customer responsibility to keep track of the expiry date and utilize the Units before they expire.

3.1. The indicative average deadline provided for the delivery of the Translated Works is specified in the Solution Specification as agreed in the respective Statement of Work and/or MSA, assuming that all other Customer’s obligations established in these Terms and Conditions are fulfilled.

3.2. Unless otherwise agreed, no delay in the Services shall entitle the Customers to reject any delivery, deliverable, service or performance or to terminate or cease the contractual relationship.

3.3. Posting or delivery for the purpose of transmission to the Customers shall, under these Terms and Conditions, constitute delivery of the same to Customers. 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 are duly fulfilled in the situation mentioned in the beginning of this paragraph, even in the case the Customers have no conditions to receive or access 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.

4.1. For the purpose of this section, “API“ refers to the Application Programming Interface provided by Unbabel to Customer, “API Key“ refers to a special license key to connect computer-assisted-translation tools to the API, “End User” refers to the users of Customer’s Application.

4.2. By accessing or using APIs, you are agreeing to the terms below.

4.3. Unbabel hereby grants you a revocable, non-transferable and limited license to use APIs in accordance with and for the purposes of these Terms & Conditions.

4.4. Unbabel reserves the right to at any time set, change and enforce limits on your use of APIs in its sole discretion, including but not limited to the revocation or suspension of this license.

4.5. Customers agree to, and will not attempt to reproduce, share, sell or modify the API or incorporate it in any other system for commercial means or use it for any purpose other than specified in these Terms & Conditions. You also agree not to circumvent any limitations documented with each API, if applicable.

4.6. In view of the on-going development of APIs, Unbabel may introduce new versions of the API with an additional or different range of features. Furthermore, Unbabel may terminate outdated or obsolete versions of APIs.

4.7. Customers will not disclose the API Key to any person not related with Customers’ activity and will be responsible for ensuring the API Key is kept secure and confidential. If Customers become aware of any unauthorized access to or use of their key, Customers agree to notify Unbabel immediately and provide full details on such access or use. The license for the use of the API Key is a single-user license only.

4.8. Customers are responsible for the compliant use of the APIs by their End Users.

5.1. With the transparency of the Quality Intelligence (QI™) methodology, Customers can confidently understand the true performance of each translation, in real-time. Unbabel provides this tool so Customers can make informed decisions at their sole discretion.

5.2. Unbabel’s Quality Intelligence methodology uses public and Unbabel’s internal datasets available at the time Unbabel accessed those services.

5.3. QI™ does not imply any assessment of either third-party Machine Translation (MT) providers’ services or of their brands.

5.4. The structure, organization and code of the Unbabel QI™ are trade secrets, proprietary information and confidential information of Unbabel Inc.. The QI™ is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions.

5.5. The use of this tool does not grant the user any intellectual property rights in the QI™. Written permission of Unbabel Inc. is required for copying, distribution, modification, publication, or transmission of QI™ methodology, deliverables or output.

5.6. Violation of the above may result in infringement and could result in substantial civil and criminal penalties.

6.1. The third-party MT providers showed by the QI™ are independent parties and are not agents of Unbabel.

6.2. Unbabel does not endorse, suggest or recommend the products or services of any particular vendor. It is entirely up to the Customer to operate QI™ and evaluate any MT provider’s qualifications.

6.3. Unbabel does not guarantee that it will be able to match Customers service needs with an appropriate MT provider or that there are MT providers capable or willing to provide the Customers service needs or that it will maintain the list of MT providers in relation to which QI™ can operate or interrelate with.

7.1. 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.

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

7.3. 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 an unauthorized person. The Customers agree to immediately notify Unbabel by email to customer.success@stagingunbabel.wpengine.com of any unauthorized use of their password or username they become aware of.

7.4. Service Providers will access the Original Works only and exclusively for the execution of translation services . Service Providers have no information about the Customers, with any personally identifiable information being pseudonymized. When Service Providers perform their work, data is encrypted in transit and at rest.

7.5. World widely 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.

7.6. 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.

7.7. 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.

7.8. 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 personal data of its user information to be transferred to the new owner(s).

7.9. 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@stagingunbabel.wpengine.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.

7.10. While adhering to these Terms & Conditions, Customers will also adhere to the rules set forth in Unbabel Privacy Policy.

8.1. The Services shall be carried out by Unbabel in accordance with its policies and practices and respecting professional and workmanlike manners generally recognized as industry standards for similar services. Unbabel shall use all reasonable skill and care in selecting Service Providers to deliver the Translated Works and perform the Services, as well as in the usage of automatic translation software.

8.2. 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.

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

8.4. Unbabel does not warrant or make any representation regarding the use, fitness or adequacy 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.

8.5. Notwithstanding the provisions of 6.4. 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 claims. In such a case, Unbabel will rectify any such alleged inaccuracies or respond to said claims, as determined by Unbabel in its sole discretion.

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

9.1. 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.

9.2. 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 any and all claims brought by third parties related to any copyright or other infringement.

9.3. 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.

9.4. For the avoidance of doubt and for the purposes of 7.6 above, and subject to a potential withdraw in the terms of 7.8. 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 7.6.

10.1. As long as the Customers comply with these Terms and Conditions, they are authorized to access 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.

10.2. 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.

10.3. 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.

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

11.2. The Customers shall adhere to these Unbabel’s Terms and Conditions and other applicable policies 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.

11.3. 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, unless the Customers already had a contractual relationship with the Service Provider before purchasing the Services. Moreover, Customers are prohibited from negotiating fees directly with other Services Providers or Customers.

11.4. 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.

11.5. Except for the Translated Works, the Customers shall not in any way, incorporate in their systems, any copyrighted material provided or owned by Unbabel for commercial purposes.

11.6. 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 timesharing 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.

11.7. 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.

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

11.9. 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.

Unbabel reserves the right to take any action it deems necessary to safeguard and protect 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.

13.1. 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 in the bottom left corner of Unbabel’s initial page. The latest version of Unbabel’s Terms and Conditions shall prevail over any other version.

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

13.3. 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 or Master Services Agreement, when applicable, still in effect upon termination or expiration, unless or until such Statement of Work or Master Services Agreement, when applicable, expires or is terminated.

14.1. This version of the Terms and Conditions was created on augusti 11, 2023. These Terms and Conditions, together with the Master Services Agreement, when applicable, and the Statement of Work, contain the entire agreement regarding the use of the Unbabel Platform, the APIs and the Services.

14.2. 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.

14.3. 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.

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.