Terms of Service

LAST UPDATED: September 8, 2017

1. INTRODUCTION

Transfluent is a platform that uses professional translators worldwide to help you automate communications in over 100 languages. These Transfluent Service Terms and Conditions (the “Terms”) concern the use of the various services and content made available on the website www.transfluent.com (the “Service”) provided to the Customer by Transfluent, Ltd., a corporation organized and existing under the laws of Finland and having its principal place of business at Vilhonkatu 5 A, Helsinki, Finland (“Company,” “We,” “Us”) and/or its subsidiaries, affiliates, and licensors. These Terms are applicable to your (hereinafter referred to as “you” or “Customer”) use of the Service, and any and all the content thereof. The Service is intended for use by business entities (e.g. corporations, business associations, partnerships, etc.) and not by individual consumers. By using the Service, you represent that you are a business entity.

These Terms set forth the legally binding terms and conditions which are applicable to your use of the Service, however accessed and/or used, whether via personal computers, mobile devices, or otherwise. It is important that you read and understand these Terms. By registering for the Service, clicking an “I accept” or similar button and/or by downloading, installing, accessing or using the Service, or by entering into a separate electronic agreement with the Company (for example, via email), you confirm that you have read and understood these Terms and any other documents referred to herein, including without limitation our Privacy Policy available at [https://www.transfluent.com/privacy-policy/], and that you agree to be bound by them, as they may be amended from time to time as provided below. You represent and warrant that you have the right, authority and capacity to accept these Terms and to abide by them, and that you have fully read and understood the Terms without any impairment in judgment resulting from (but not limited to) mental illness, intoxication, medication, or any other health or other problem that could impair judgment.

From time to time, we may modify or amend the Terms. If we do so, we will post any such modifications or changes in the Service. If you continue to use the Service following such a posting, you accept any such change or modification.

You acknowledge and agree that if you are using a social media service in connection with the Service described in these Terms, the terms and conditions of the social media service apply, and that you shall make sure that you have the necessary permission to connect/link to and/or copy the content from the social media service to the Service.

You represent and warrant that you will use the Service in compliance with any and all applicable laws and regulations. Use of the Service is unauthorized in any jurisdiction where the Service or any part of it may violate any laws or regulations. You agree not to access or use the Service in such jurisdictions.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR TO OUR PRIVACY POLICY, PLEASE IMMEDIATELY STOP USING AND/OR ACCESSING THE SERVICE.

2. THE SERVICE

2.1 General Service Description

The Service subject to these Terms may include:

(a) Translation Services as set out in Section 2.3; and

(b) Additional services (“Additional Services”) as agreed to from time to time between you and the Company.

Additional terms and conditions may apply to Additional Services. To the extent that the Translation Services or Additional Services include software such as plugins or application programming interfaces (APIs), such software may be subject to a separate license.

In providing the Service, the Company may from time to time use third-party service providers designated by and at the sole discretion of the Company (the “Service Providers”).

2.2 Registration

The Service requires registration, for which you must provide current and complete registration information, including a username and a password (the “Credentials”). We reserve the right to deny a user the ability to create a profile if the Credentials are incomplete or otherwise inadequate. The Credentials are user-specific and should not be disclosed to third parties. You must maintain and update the Credentials and any other information you provide to us. You agree not to provide inaccurate, misleading or false information in connection with your use of the Service. If information you have provided to us subsequently becomes inaccurate, misleading or false, you will promptly notify us of such change. You are responsible for the use of the Service with your Credentials. You must protect your Credentials for the Service, and take full responsibility for any use of the account under your Credentials. If you suspect that your Credentials have become compromised, you must inform us of this immediately.

You agree to register with the Service only once and not to create duplicate accounts. You cannot transfer, assign, or share your registration with the Service.

You are solely responsible for any charges for Internet access, data usage and/or any other charges that you incur while using the Service.

2.3 Translation Services

Subject to full compliance with these Terms as well as any payment obligations set out herein, the Company shall provide you with translation services (the “Translation Services”). The applicable manner, format, fees, schedule, and scope of the Translation Services and, as applicable, Additional Services, shall be agreed separately by you and the Company in writing.

The Company may provide you with a sample of the Translation Services (a “Sample”). You shall notify the Company within five (5) business days of receipt of a Sample, in writing, of any objections with respect to the Sample. In the absence of such notice from you, the Sample shall be deemed accepted. If the Company has provided you with a Sample and the Sample has been accepted by you in accordance with this Section 2.3, you acknowledge and agree that acceptance of the Sample by you is confirmation that the Company has satisfied the quality requirements of the Translation Services (including, without limitation, any artistic requirements).

2.4 Support

We are not obligated to maintain or support the Service, to provide any specific content through the Service, or to provide you with updates, upgrades, or services related thereto. You acknowledge that we may from time to time and in our sole discretion issue updates or upgrades to the Service, disable access to the Service for any period of time or permanently, and automatically update or upgrade the then-current version of the Service. You consent to such automatic updating or upgrading, and agree that these Terms will apply to all such updates or upgrades, unless such an upgrade is accompanied by separate terms of service, in which case such separate terms will govern. You acknowledge and agree that we shall have no liability to you arising out of any unavailability of the Service.

3. INTELLECTUAL PROPERTY

3.1 Proprietary Rights

These Terms confer only the right to use the Service, while these Terms and the specified licenses are in effect, and they do not convey any rights of ownership in or to the Service. All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Service (including without limitation in designs and other files, text, graphics, pictures, video, information, applications and software available through the Service, and their selection and arrangement) will remain our sole property. Any services provided to you pursuant to these Terms, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to us and our licensors.

3.2 License

Provided that you are eligible to use the Service and subject to the provisions of these Terms, you are granted a limited, non-exclusive, revocable and non-assignable license, without the right to sublicense, to access and use the Service (and any content therein). You may not upload or republish any part of the Service on any Internet, Intranet or Extranet site or incorporate or compile the information in any other database. We reserve all rights in the Service not expressly granted to you in these Terms.

Any use of the Service or the Service content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. This license is revocable at any time without notice and with or without cause. The license granted under these Terms remains in effect until terminated by us. Without prejudice to any other rights we have under these Terms and notwithstanding anything to the contrary, the license will automatically terminate without notice from us if you in any way breach any provision of these Terms. Upon termination in accordance with these Terms for any reason, you must cease all use of the Service.

You represent and warrant that you will not use or otherwise export or re-export the Service to a country that is subject to a U.S. Government embargo or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also represent and warrant that you are not located in any such country or on any such list.

3.3 Trademarks

The graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of the Company. Such trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective intellectual property holders.

3.4 Limitations On The Use of the Service

No portion of the Service may be reproduced in any form or by any means. You agree not to:

(a) copy or modify, create derivative works of, or reproduce the Service, or make adaptations or modifications to the Service;

(b) sell, rent, lease, distribute, republish, transfer, sublicense, lend, scrape, post, display, transmit or otherwise assign any rights to, or any part of, the Service to any third party;

(c) make the Service available to multiple users by any means, including without limitation by uploading any part of the Service to a file-sharing service or other type of hosting service or by otherwise making the Service available over a network where it could be used by multiple devices at the same time;

(d) disassemble, decompile, reverse engineer, or attempt to derive the source code of any part of the Service, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law; or

(e) delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings which may appear in the Service.

You agree to comply with any technical restrictions in the Service that allow you to use the Service only in certain ways.

3.5 Customer Content

You and your licensees, as the case may be, hereby grant the Company and its Service Providers a limited, non-exclusive, royalty-free, worldwide, and revocable license to use the content you submit for translation for the purposes of providing the Translation Service to you (the “Customer Content”). Such license shall remain in effect until terminated by you or us. Your termination of the license for any reason shall not release you from any liabilities or obligations set forth in these Terms which (a) have expressly been stated as surviving any such termination or expiration, or (b) remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.

You agree that all Customer Content, whether publicly posted or privately transmitted, is your sole responsibility. You are solely responsible for Customer Content and for ensuring that Customer Content complies with all applicable copyright and other laws, including import and export control laws and regulations, and with the terms of any licenses or agreements to which you are bound.

The Company has no responsibility to review the quality of the Customer Content for typographical or any other errors and has no liability to review the Customer Content for or to correct any errors or omissions contained in any Customer Content regardless of the nature of such errors or omissions and regardless of the impact that such errors or omissions may have on the quality of the Translation Services.

3.3 Social Media Feed

The Services may require use of your social media accounts. The use of the feed and any other content from such accounts (“Social Media Feed”) shall be subject to the terms and conditions of the respective social media websites (the “Social Media Terms”). To the extent permitted by the Social Media Terms, you hereby grant the Company and its Service Providers a limited, non-exclusive, royalty-free, worldwide, and revocable license to use the Social Media Feed for the purposes of providing the Service to you.

3.4 Trademarks, Trade Names, and Domain Names

You acknowledge and agree that we may use your trademark, business name, and trade name, including any related logos and picture marks, in marketing its services and business, provided we obtain a written consent from you to do so. We may also integrate hyperlinks to your website into the website of the Company, provided we obtain a written consent from you to do so.

4. PRIVACY AND SECURITY

Your privacy and the protection of your personal data are very important to us. For a detailed description of how we collect and use personal data about you, please see our Privacy Policy [https://www.transfluent.com/privacy-policy/] and familiarize yourself with the choices you can make about the way in which we collect and use your personal data.

In addition to what is stated in the Privacy Policy, you agree to:

Respect the privacy of other users;

Not engage in unauthorized collection of content or information, and/ or not otherwise access the Service by automated means (including, but not limited to, so-called bots or scrapers) without an authorization from us;

Not reveal any personal data related to another individual, including, but not limited to, a person’s address, phone number, e-mail address, credit card number, or any information that may otherwise be used to track, contact, or impersonate another individual;

Not utilize a username that is the name of another person and intending to impersonate that person; and

Not provide any false personal data to us or create any user account for anyone other than yourself without such person’s permission.

Moreover, by using the Service, you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with our Privacy Policy and applicable laws and regulations related to personal data.

Please be reminded that you must protect any passwords or other credentials associated with your account for the Service, and take full responsibility for any use of the account under your password.

In order to ensure the integrity of the Service, we reserve the right at any time in our sole discretion to block users from certain IP addresses from accessing the Service.

5. COPYRIGHT INFRINGEMENT

We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement using guidelines and procedures set forth in Section 512 of the Digital Millennium Copyright Act of 1998 (“DMCA”). If you see any material on the Service that in your good-faith belief may infringe someone’s copyright, you may notify us by e-mailing us at admins@transfluent.com with “Copyright” in the subject line. In order for it to be effective, your notice, also known as a takedown notice, must include the following information:

(1) The identity of the original copyrighted work that you claim is infringed or, if your notice covers multiple copyrighted works, you may provide a representative list of the copyrighted works that you claim have been infringed;

(2) A sufficiently detailed description of the content on the Service that you claim infringes the copyrighted work;

(3) Your contact information, including your full name, mailing address, telephone number, and email address, if available;

(4) A statement that you believe in good faith that the use of the allegedly infringing content on the Service is not authorized by the copyright owner, its agent, or the law;

(5) This statement: “I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner, of an exclusive right that is infringed”; and

(6) A physical or electronic signature of the copyright holder or a person authorized to act on his or her behalf.

6. PAYMENT AND FEES

In consideration for the Service, you shall pay the Company the service fees, payments, and costs in full in accordance with the price list or a quote of the Company that has been provided to you (“Fees”).

The Fees for the Translation Services are generally invoiced on a monthly basis. However, we reserve the right to invoice the current balance at any time and for any reason. The Fees are invoiced in advance unless you and the Company agree separately in writing that the Fees are payable on credit card and/or another method of payment designated by the Company. You agree and acknowledge that we may correct any billing errors or mistakes that we may have made even if we have already requested or received payment from you.

All payments must be made in full without deduction or set-off.

Any applicable value added tax, sales tax and any other applicable taxes and duties are added to the Fee amount charged.

If any amount is not paid by the due date:

(a) The Company may charge interest on that amount at 10% per annum calculated from the due date up until the date that payment is received by the Company;

(b) The Company may suspend provision of the Service or may cease to provide the Service and may at its discretion terminate your access to the Service.

All grants of any license to use the deliverables of the Translation Services and Additional Services, or any other materials that are prepared in the performance of our services hereunder, are expressly conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding fees, taxes, expenses and other costs payable to the Company.

7. REPRESENTATIONS AND WARRANTIES

You represent and warrant that you shall not, and shall not authorize any third party to:

(i) submit any material which includes incorrect, incomplete, or otherwise misleading information, or use of which would be illegal or would infringe third-party rights;

(ii) use any material in a way which could be regarded as deceptive marketing or marketing contrary to sound business practices;

(iii) submit any material that contains any pornographic, hate-related, or violent content;

(iv) act in any way that violates these Terms, as may be revised from time to time by the Company;

(v) engage in any action or practice that reflects poorly on the Company or the Service or otherwise disparages or devalues its reputation or goodwill;

(vi) make features or functionalities of the Service available on any website which features illegal, infringing, or offensive information or content, which includes, but is not limited to, pornography, racism, and hateful content, adware, spyware, Peer2Peer, and file sharing; or

(vii) create a new account to use the Service after we have terminated this agreement with you as a result of your violation of these Terms.

Furthermore, you represent and warrant that:

(viii) you have complied fully with the obligations set out in the Terms; and

(ix) you shall not imply or make any comment or statement which might be interpreted in a way that the Company endorses, supports, or is of the same opinion with any input, data, information, or material you submit to the Company for the use of the Service, including, but not limited to, Customer Content and Social Media Feed.

You undertake to notify us with no undue delay of any known or suspected improper or wrongful use of the Service. We reserve the right, in our sole discretion, to remove data containing prohibited content and to terminate or suspend the rights of a submitter of such content to use the Service. Suspended or terminated users of the Service remain obligated to pay us any unpaid fees.

You are solely responsible for your Customer Content. We disclaim any responsibility for the backup and/or retention of any Customer Content transmitted to us.

8. GENERAL

8.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER THE COMPANY NOR ANY OF ITS EMPLOYEES, MANAGERS, OFFICERS, AGENTS OR SERVICE PROVIDERS (COLLECTIVELY, THE “COMPANY PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) CONTENT; OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE COMPANY OR VIA THE SERVICE. IN ADDITION, THE COMPANY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security, or reliability of the Service or any content thereon. We will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service. Moreover, you agree that we do not have responsibility or liability for the deletion of, or the failure to store or to transmit, any material or Customer Content and other communications maintained in the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Service or our representatives, will create any warranty not expressly made herein.

8.2 Links to Third-Party Websites

The Service may contain links to websites owned and/or operated by third parties. Such links are provided for informational purposes only. We are not responsible for any such third-party websites and do not have control over any materials or content made available therein. Our inclusion of a link to a third-party website in the Service does not in any way imply our endorsement, advertising, or promotion of such websites or any materials or content made available therein. By accessing a third-party website you accept that we do not exercise any control over such websites or their content. We have no responsibility for the content of any third-party website. We encourage you to familiarize yourself with the terms of service applicable to any third-party website you may access.

8.3 Notices

All notices to the Company shall be sent by email to support@transfluent.com. Such notices shall be deemed received when actually received.

8.4 Confidentiality

Transfluent shall not disclose to any third parties any material or information received from the Customer, and shall not use such material or information for any other purposes than those stated in this Agreement. All information provided by the Customer to Transfluent shall be deemed confidential. All translators that Transfluent uses in providing the Service have signed a non-disclosure agreement with Transfluent.

8.5 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SERVICE PROVIDERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS; ACCRUED BUT WASTED EXPENDITURE; COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES, LOSS OF GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CUSTOMER CONTENT TRANSLATED THROUGH THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF ANY MATERIAL OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN SOME JURISDICTIONS THE APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN ALL CASES OUR MAXIMUM LIABILITY IS LIMITED TO ANY FEES PAID BY YOU TO US.

8.6 Indemnity

You agree to indemnify and hold us harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of your breach of these Terms, or your violation of any law or the rights of a third party. Nothing in these Terms shall be deemed to exclude or limit your liability with respect to any indemnity given by you under these Terms.

8.7 Governing Law and Resolution of Disputes

These Terms shall be governed by and construed in accordance with the laws of Finland (without giving effect to the conflicts of laws provisions thereof).

Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration administered by the Finnish Chamber of Commerce under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The seat of arbitration shall be Helsinki, Finland. The language to be used in the arbitral proceedings shall be English.

Nothing contained in these Terms shall deny either Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding.

THE PARTIES TO THESE TERMS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT THAT EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS.

8.8 Entire Agreement; Waiver; Severability

These Terms constitute the entire agreement between you and the Company with respect to the Service. Our failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. In the event that any provision of these Terms is held to be invalid or unenforceable by a court or tribunal of competent jurisdiction for any reason, the remaining provisions of these Terms will remain in full force and effect.

8.9 Term and Termination

We reserve the right to discontinue offering the Service or to modify the Service at any time in our sole discretion and without notice. Notwithstanding anything contained in these Terms to the contrary, we may also, in our sole discretion, terminate or suspend your access to the Service at any time. Following termination, all such terms that by their nature may survive termination of these Terms shall be deemed to survive such termination.