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Terms of Service

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Editor Agreement

Last updated June 2017

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, but is not limited to, personal information such as your user name, email address, and general information you wish to disclose about yourself.

2.2 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.

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 cancelled. By using the Platforms you confirm and guarantee that you meet age restrictions requirements.

4. Services and Payments

4.1. Unbabel will transfer accrued earnings to a Service Provider if the Service Provider requests such transfer AND the Service Provider has accrued $5 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.

4.2. All payments will be made in US Dollars.

4.3. Unbabel reserves the right to suspend a payment if the source of the funds used for the service is suspected to be fraudulent. Any funds received from an account having made a fraudulent deposit (e.g. stolen credit card) will be reversed immediately. If in a fraudulent payment 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.

4.4. 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 by you for translation (“Original Works”) only in the context of translating that content. Service Providers have no information about the Service Buyer unless their identification is provided as part of the content.

5.2. Service Providers are under an NDA (see bellow) that prevent them for disclosing in whatever form or medium the content that they have access;

6. Personal Data

6.1. The editor hereby agrees to:

(a) process the personal data only on documented instructions from the controller, 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.

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. Unbabel is proprietary to Unbabel, Inc. You may not use this marks 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 changes posted online and emailed to Services Providers by Unbabel. Services Providers are responsible for reviewing the information and this Agreement  as may be posted regularly to obtain timely notice of such changes. Changes will not apply retrospectively and will become effective no earlier than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service. Continued use of the Services after changes are posted or emailed constitutes the Services Providers acceptance or deemed acceptance of the terms as modified, regardless of whether the notice or email was successfully received, read, or lost during transmission;

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, effective upon sending written notice to the other party by email.

10.2. The corresponding decision by Unbabel takes effect at the moment of sending such a notice to the email address provided by you during registration.

10.3. If you send a notice of termination, the corresponding decision by Unbabel takes effect within several days. Your membership shall concurrently terminate without an obligation to make a payment, rebate or refund on the part of Unbabel.

10.4. 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. Owner Responsibilities

Neither Unbabel nor its affiliates guarantee the accuracy, completeness, or usefulness of any information 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.

12. Miscellaneous

This version of the Terms and Conditions was created on June, 2017. 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.

13. 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.

(*1) This Editor Agreement is updated periodically, and unless you tell Unbabel otherwise, your acceptance of this Agreement means you agree to be bound by any changes to or future versions of this Agreement.

Editor NDA

Last updated November 2013

This Nondisclosure Agreement (this “Agreement”), effective upon the date of electronic acceptance (“Effective Date”), is entered into by and between Unbabel, Inc. a US company, with offices in 301 Howard Street, Suite 830 San Francisco, CA 94105 (”Company”), in this agreement referred to by its brand name “Unbabel”, and the Editor (“Recipient”) (each herein referred to individually as a “Party”, or collectively as the “Parties”). In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

Purpose

The Company wishes to retain the Recipient as an independent contractor for editing services (the “Opportunity”), and in connection with the Opportunity, Company has disclosed, and may further disclose to Recipient certain confidential technical and business information that Company desires Recipient to treat as confidential.

Confidential Information

A. Definition. “Confidential Information” means any information disclosed by Company to Recipient either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware configuration information, marketing and finance documents, prototypes, samples, data sets, and Company’s plant and equipment), whether or not designated as “confidential” at the time of disclosure. Confidential Information may also include information of a third party that is in Company’s possession and is disclosed to Recipient under this Agreement.

B. Exceptions. Confidential Information shall not, however, include any information that Recipient can establish (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Company; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Company through no action or inaction of Recipient; or (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Company to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business.

C. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Company prompt written notice of such disclosure and will assist Company in seeking a protective order or another appropriate remedy. If Company waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

Nonuse and Nondisclosure

Recipient shall not use any Confidential Information for any purpose except to evaluate and engage in the performance of services related to the Opportunity. Recipient shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without Company’s prior written consent. Recipient shall not disclose Confidential Information or permit the disclosure of Confidential Information to its employees, except that, subject to Section 3 below, Recipient may disclose Confidential Information to those employees or professionals and consultants such as lawyers, accountants retained by Recipient who are required to have the information in order for Recipient to evaluate or engage in the performance of services related to the Opportunity, provided that such employee has signed a nonuse and nondisclosure agreement in content at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such employee. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information. Recipient shall not file any patent application(s) containing or based on, in whole or in part, any of Company’s Confidential Information.

Maintenance of Confidentiality

Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient shall take at least those measures it employs to protect its own most highly confidential information. Recipient shall not make any copies of the Confidential Information unless the same are previously approved in writing by Company. Recipient shall reproduce Company’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Recipient shall immediately notify Company of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.

No Obligation

Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions or the engagement of services contemplated by this Agreement concerning the Opportunity. Nothing in this Agreement shall be construed to restrict Company’s use or disclosure of its own Confidential Information.

No Warranty

All confidential information is provided “as is”. Company makes no warranties, express, implied or otherwise, regarding the accuracy, completeness or performance of any confidential information, or with respect to non-infringement or other violation of any intellectual property rights of a third party or of recipient.

Return of Materials

All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient shall be and remain the property of Company and shall be promptly returned to Company or destroyed (with proof of such destruction), each upon Company’s request.

No License

Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Company, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth in this Agreement.

Term

The obligations of Recipient under this Agreement shall survive until the earlier of: i) two years following the date that Recipient discontinues the performance of services related to the Opportunity; or ii) until such time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Section 2.B through no action or inaction of Recipient.

Remedies

Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to Company, entitling Company to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond required to be posted.

Recipient Information

Company does not wish to receive any confidential information from Recipient, and Company assumes no obligation, either expressed or implied, with respect to any information disclosed by Recipient to Company. Any ideas, suggestions, guidance or other information disclosed by Recipient related to the Confidential Information and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback”. Recipient agrees to grant and hereby grants to Company a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.

Miscellaneous

This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns; except that Recipient may not assign or otherwise transfer this Agreement, by operation of law or otherwise, without written consent of Company. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. This Agreement will be interpreted and construed in accordance with the laws of Portugal, without regard to conflict of law principles. Recipient hereby represents and warrants that the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind the Party thereto. This Agreement contains the entire agreement between the Parties with respect to the Opportunity and supersedes all prior written and oral agreements between the Parties regarding the Opportunity. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement. The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.