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Terms and conditions

Last updated May 2018

These Terms and Conditions together with the specifically agreed Order Form, 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 301 Howard Street Suite 830, San Francisco, CA 94105, US, (”Unbabel”) provides you with access to its platform (the “Platform”). Please read these Terms and Conditions carefully before using or registering to use Unbabel’s Platform and Services.

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 (”Service Buyers” or “Service Buyer”) through the Internet. Unbabel may also make use of software services provided by third parties in order to improve its own services (”Other Software Services”).

1.2. This is an agreement (”Agreement”) between the Service Buyers and Unbabel, which will apply in respect of the translation services (the “Services”) offered through the Platform, resulting in text files (”Translated Works”).

2. Services and Payments

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

a) Single orders or orders by project - charged on the basis of the number of words translated;

b) Periodical subscriptions - charged on the basis of the payment of a periodical fixed fee, although subject to variations as agreed in the Order Form.

2.2. Each subscription shall automatically renew for successive periods of equal periodicity, unless a (i) fifteen days; (ii) thirty days; (iii) sixty days prior written notice regarding the end of the subscription period in course, depending, respectively in the case of subscription periods of (i) one month, (ii) up to six months or (ii) above six months, either from the Service Buyers or Unbabel, informing of its intention to terminate the Agreement.

2.3. The fee for the periodical subscription shall be paid at the beginning of each period of contract, in accordance with the invoice sent by Unbabel.

2.4. 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 breach or delay in the payment of the periodical fee grants Unbabel the right to sustain the Services.

3. Delivery

3.1. The indicative average deadline provided for the delivery of the Translated Works is of 24 (twenty four) hours counting from the delivery of the Original Work in conditions to be subject to the Services and assuming that all other Services Buyers´ obligations established in this Terms and Conditions are fulfilled.

3.2. Without prejudice of what may be agreed between the parties in any particular case, no delay in the Services shall entitle the Service Buyers to reject any delivery or performance or to terminate the Agreement.

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

3.4. Upon agreement with the Service Buyers, 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 Service Buyers to cancel any other instalments or terminate the Agreement as a whole.

4. Privacy and Security

4.1. Unbabel takes all the standard security measures appropriate to protect the information submitted to the Platform against accidental or unlawful destruction or accidental 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. Service Buyers are responsible for maintaining the confidentiality of passwords and user names that give access to the Platform and are responsible for the sensitivity of any kind of data and/or information they send to Unbabel.

4.3. Unbabel doesn’t have the means to check the identities of people using the Platform and will not be liable where the Service Buyers password or user name is used by someone else. The Service Buyers agree to immediately notify Unbabel by email to customer.success@unbabel.com of any unauthorized use of their password or user name 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 Service Buyers unless their identification is provided as part of such content.

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’s platform on which data is encrypted in transit and at rest.

4.6 Unbabel may archive information, including Original Works that the Service Buyers provide in the course of using the Services for auditing, research, and analysis to operate and improve the services Unbabel offers. 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. Archived information ordinarily will not be erased unless and until the relevant Services Buyers entire accounts with Unbabel are deleted or at the Services Buyers’ request.

4.7. Without the Service Buyers consent, Unbabel will not share Service Providers’ information with third parties, 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 Services Buyers shall be 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 Services Buyers do not want to receive promotional emails from Unbabel, they should submit a request by emailing Unbabel at customer.success@unbabel.com. Unbabel will make reasonable efforts to implement any choice the Services Buyers 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 using reasonable skill and care in accordance with the standards of the industry. 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 Platform to or from the Service Buyers. Notwithstanding such measures the transmission of any Translated Works sent to or received by the Services Buyers is not exempted to be always and fully uninterrupted, interception or error free.

5.3 Unbabel does not warrant or make any representation regarding the use of the Original Works/Translated Works by the Service Buyers 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. Unbabel shall not endorse or assume any liability for the content of the Original Works and/or Translated Works or for any damage the Services Buyers may suffer as a result of the their content.

5.4. Unbabel’s liability to the Services Buyers in respect of the provision of the Services shall be limited as follows: Unbabel shall not be liable for the loss of profits, business, contracts, revenue, damage to reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.

5.5. Unbabel’s entire liability to the Services Buyers under these Terms and Conditions, regarding the Services and the Translated Works, shall not exceed the price payable to Unbabel by the Services Buyers under the specific Services to which any claim relates.

5.6. Notwithstanding the provisions of 5.5. above the Services Buyers 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 may rectify any such alleged inaccuracies or respond to said claims, as determined by Unbabel in its sole discretion.

6. Intellectual Property

6.1. The Services Buyers 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 Services Buyers 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 Services Buyers (or their licensors); all intellectual property rights in the Translated Works will be assigned to the Services Buyers 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 Services Buyers hereby grant to Unbabel a perpetual, worldwide, royalty-free license and consent to store and use the Original Works and the Translated Works for the aims described in such provision.

7. Access and Proprietary Rights

7.1 As long as the Services Buyers 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 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, this Agreement does not grant the Services Buyers any express, implied or other license or right under any patent, trademark or copyright of Unbabel, irrespectively of it purpose.

8. Representations and Warranties

The Services Buyers 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 the usage of the Services in respect of the Platform, and will not transmit junk messages, advertisements or any type of solicitation whatsoever of any products or services to any other Services Buyer;.

c) Be strictly prohibited from, directly or indirectly, soliciting any Service Provider to perform a translation outside of the Platform without the prior, written permission of Unbabel. Moreover, Services Buyers are prohibited from negotiating fees directly with other Services Providers or Services Buyers;

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 other Services Buyers or to Services 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 protect the Services Buyers from improper advertising or solicitation, and 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) Agree that Unbabel reserves the right to change the present Terms and Conditions at any time, being all changes posted online and emailed to Services Buyers by Unbabel. Services Buyers are responsible for reviewing the information and the Terms and Conditions as may be posted regularly to obtain timely notice of such changes. Continued use of the Services after changes are posted or emailed constitutes the Services Buyers acceptance or deemed acceptance of the terms as modified, regardless of whether the notice or email was successfully received, read, or lost during transmission;

h) Not create multiple user accounts to avoid fees, suspension or bad ratings on Unbabel;

i) Ensure that the transfer of personal data to Unbabel, and to other Software Services is legitimate, compliant with the applicable laws and regulations, and namely that data subjects have given their clear and unequivocal consent to the transfer of data to other jurisdiction, if the case.

9. Insolvency

Either Party may terminate this Agreement, effective immediately upon written notice, should the other Party: (a) admit in writing its inability to pay its debts generally as they become due; (b) make a general assignment for the benefit of creditors; © institute proceedings, or have proceedings instituted against it, seeking relief or reorganization under any laws relating to bankruptcy or insolvency; or (d) have a court of competent jurisdiction appoint a receiver, liquidator, or trustee over all or substantially all of such Party’s property or provide for the liquidation of such Party’s property or business affairs.

10. Miscellaneous

This version of the Terms and Conditions was created on May 23rd, 2017. This Agreement, together with Order Form, contains the entire agreement regarding the use of the Platform and the Services. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

11. Laws and Regulations

This Agreement is 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 Mateo County, California, USA.