Terms of Service

Unbabel Terms of Service (revision – May 2018)
These Terms of Service (“Agreement”), together with our 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 Unbabel Website and its Mobile Applications (the “Platforms”). Please read this Agreement carefully before registering to Unbabel”s 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 (“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 between the Service Providers and Unbabel, which will apply in respect of 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.

2. Registration

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, 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 terms and conditions of the above mentioned Privacy Policy 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.

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

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

3. Age restrictions

3.1. 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 prohibited to any person under the age of 18. If you misrepresent your age, your registration as a Service Provider will be automatically cancelled. By using the Platforms you confirm and guarantee that you meet age restrictions requirements.

4. Services and Payments

4.1. Each time a service provider is requested by Unbabel he receives a note with the Original Works to be translated, the language for translation and the time required for returning the Translated Work and should confirm his availability to provide the service before engaging. The absence of such confirmation within the above period it 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, accordingly 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 of 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 their Unbabel account. The transfer will then be executed in the next 7 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 in the above hourly rate and the time spent with the services.

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 Service Buyers 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 sn/or the respective Translated Works Any funds received from an account having made a fraudulent deposit (e.g. stolen credit card) or in case of previous “ii)” will be reversed immediately. If in any of the above situation 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 service due to violation of this Agreement will not receive further credit/rewards or payments from Unbabel.

5. Privacy Policy

5.1. Service Providers view the content submitted for translation -“Original Works”- only in the context of translating that content.

5.2. Service Providers have no information about the Service Buyer unless their identification is provided as part of the content.

5.3. Service Providers are under an NDA (see 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 their security and safety.

6. Personal Data

6.1. The service provider hereby agrees to:

(a) process any personal data that may be included in the Original Works only pursuant to documented instructions from the controller (Unbabel); including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Union or Member State law to which the processor is subject; in such a case, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

(b) ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

(c) implement appropriate technical and organizational measures to secure the data and has in place all the measures necessary in case of a data breach

(d) take into account the nature of the processing, assists the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights

(e) at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless European Union or Member State law requires storage of the personal data;

(h) make available to the controller all information necessary to demonstrate compliance with the obligations laid down in this Article and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller;

(i) Comply with the relevant obligations resulting to the processor from the GDPR.

7. Intellectual Property

7.1. For the avoidance of doubt, you hereby grant to Unbabel a perpetual, worldwide, royalty-free license to store and use the Original Works and the Translated Works for Unbabel research and development.

8. Access and Proprietary Rights

8.1. As long as you comply with this Agreement, you are authorized to access and use this Platform. The pages and content on this 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 result in substantial civil and criminal penalties. The “Unbabel” trademark is owned by Unbabel, Inc. You may not use this mark 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. Representations and Warranties

9.1. The Services 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, and will not transmit junk messages, advertisements or any type of solicitation whatsoever of any products or services to any other Services Provider;

c) Be strictly prohibited from, directly or indirectly, soliciting any Service Buyer to pay for a translation outside of the Platform without the prior, written permission of Unbabel. Moreover, Services Providers 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 Providers 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 use of the service is strictly at your own risk and you are solely responsible for your contact, whether it be written, verbal or in person, with any Service Buyer or Service Provider. Unbabel and its officers, directors, employees, agents, affiliates and third parties assume no responsibility whatsoever for harm that may come to you as a result of your contact (of any form) with any Service Buyer or Service Provider, including but not limited to emotional, verbal and physical abuse or assault.

h) Not engage in, and Unbabel is not be responsible for, any form of harassment, offensive or abusive behavior of any kind whatsoever that may be harmful to any Service Buyer or 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.

i) Not communicate, publish, or display to any Service Buyer or Service Provider any form of defamatory, slanderous, offensive, inaccurate, abusive, profane, obscene, sexually offensive, threatening, harassing, racial, or illegal material, including but not limited to nude photos of yourself or others, pornographic photos, or images and any other type of unlawful or unacceptable material, as determined by Unbabel in its sole discretion. Unbabel reserves the right to remove any such material from the service without notice.

j) Agree that Unbabel reserves the right to change the present Agreement at any time, being all the changes notified to Services Providers. Service providers will not be able to provide their services until they acknowledge and accept the new Agreement.

Changes will not apply retrospectively and will be effective immediately. If you do not agree to the modified terms for a Service, you will discontinue your use of that Service.k) 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 on a solicitor and his own client basis) relating to or arising out of your use of the Platform or services, including any breach by you of this Agreement or other terms and conditions posted on the Platform from time to time.

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

m) You will not 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 these terms 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. Agreement Termination

10.1. 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.

10.2. 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 credited in the services provider”s account

10.3. 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.

11. Service Provider”s Responsibilities

You assume full responsibility and risk for the services provided, being responsible for evaluating the accuracy and completeness of your Services.

12. Owner Responsibilities

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. Unbabel reserves the right but has no obligation, whether on the basis of complaints or on its own initiative, to monitor any messaging or other activity and the materials posted in the public areas of the service, and to review usage, activity or the content of any messages, materials or other interchanges which are otherwise posted, sent or transmitted via the Platform. 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 its Members, and such communications may be offensive to you. You assume full responsibility and you assume all risk for the use of the services, and you are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, communications, and other information. In no event Unbabel or its affiliates will be liable for any incidental, consequential, or indirect damages (including, but not limited to, any deaths, threats, torts or injuries committed by any other users, damages for loss of data, loss of programs, cost of service interruptions or procurement of substitute services) directly or indirectly arising out of the use or inability to use the services, even if Unbabel, its agents or representatives know or have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Unbabel”s liability to you by Unbabel, its affiliates, for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you for the services herein. The services are provided on an “as is” basis without any warranties or conditions of any kind, express, implied, statutory, in all communication with Unbabel, its affiliates or its representatives, or otherwise with respect to the services. Unbabel and/or its affiliates specifically disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Neither Unbabel nor its affiliates warrant that your use of the services will be secure, uninterrupted, always available, error-free, will meet your requirements, or that any defects in the website will be corrected. Unbabel and its affiliates disclaim all liability, regardless of the form of action, for the acts or omissions of other Members or Users (including unauthorized users, or “hackers”) of the website or services.

13. Service Provider”s Responsibilities

The Service Provider assumes full responsibility and risk for the services

14. Miscellaneous

This version of the Terms of Services was created on May 23rd, 2018. This Agreement contains the entire agreement regarding the use of the Platform. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

15. 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.

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