TRANSFLUENT SERVICE TERMS AND CONDITIONS
These Transfluent Service Terms and Conditions (“Terms”) concern the use of the various services and contents of an Internet web site provided to the Customer by Transfluent Ltd (a limited liability company registered in the Finnish Trade Register with the Business-ID 2147448-3, domiciled in Helsinki, Finland, VAT registered) with a principal place of business at the address Mannerheimintie 12 B, 00100 Helsinki and with general email address firstname.lastname@example.org (“Company”) and/or its subsidiaries and licensors, as the case may be. These Terms are applicable to your (hereinafter referred to as “you” or “Customer”) use of the Internet web site, the services and any and all the Content thereof (as defined below). You acknowledge and agree that you are a corporate user and not an individual. You cannot use the services described herein if you are an individual (that is, a consumer).
By clicking “Accept Service Terms and Conditions” on the website of the Company at the address http://www.transfluent.com/ or by entering into separate electronic agreement with the Company (for example by using email) you explicitly accept these Terms and you enter into a binding agreement, of which these Terms are an integral part, between you and the Company with respect to your use of the services and website and the contents thereof (“Agreement”).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE AND CONTENT.
You acknowledge and agree that the terms and conditions of the social media service that you are using in connection with the services described in these Terms are applied and that you shall make sure that you can connect/link and/or copy the social media service contents to the services described in the Agreement.
You represent that you understand and accept these Terms. If you do not agree with the Terms, you shall not register for or use the services described herein.
2.1 General Service Description
The services subject to these Terms may include:
(a) Translation services as set out in the Section 2.2
(b) Other services as agreed from time to time between the Company and you in the Agreement.
The services (a) – (b) are hereinafter referred to as “Services”. In providing Service the Company may from time to time use third party service providers designated by and at the sole discretion of the Company (“Service Providers”, individually “Service Provider”).
Your Agreement will specify which individual Services you have purchased.
2.2 Translation Services
Subject to full compliance with these Terms and the entire Agreement as well as any and all payment obligations set out in the Agreement, the Company shall provide you with translation Services (“Translation Services”). The fees payable, the time schedule and the scope of the Translation Services shall be agreed separately between the Company and you in the Agreement. You and the Company may also agree on the Translation Services concerning the Customer Content (as described below in the Section 3.2) and/or the Social Media Feed (as described below in Section 3.3).
3. GENERAL ON RIGHTS AND LICENSES
3.1 Title and Intellectual Property Rights of Company
The software used by the Company when providing the Services (“Software”) and the contents of the Website are protected by copyright or other intellectual property rights, as the case may be. The exclusive and sole ownership and the title of the Software, the Website (save for any Customer Content and Social Media Feed as described in this Section 3 below and the Internet domain name) and any and all intellectual property rights in and to the same shall vest solely in the Company or its licensors, as the case may be.
The Customer Content, Social Media Feed and any and all information provided by Customer to the Company are protected by copyright or other intellectual property rights, as the case may be (the “Customer Information”). The exclusive and sole ownership and title in the Customer Information and any and all intellectual property rights in and to the same shall vest solely in Customer or its licensors, as the case may be.
For the purposes of these Terms and the Agreement intellectual property rights shall mean shall mean any and all intellectual property rights, such as patents, inventions, industrial designs, utility models, trademarks and service marks regardless of whether they have been registered or otherwise formalized, trade secrets, proprietary information, licenses, formulas, logos, domain names, trade dress, techniques, knowledge, methods, processes, discoveries, copyrights (including without limitation right to amend and further develop as well assign and sub-license ones rights), copyright related rights, rights in designs, and rights in know-how, in each case whether registered or unregistered, whether registerable or not, and including applications for grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may now or at any time hereafter exist anywhere in the world.
Each party reserves its respective rights hereunder and the other party shall not be entitled to any such rights, which are not explicitly stated in these Terms. Notwithstanding anything to the contrary in these Terms and the Agreement, the Company may use any and all general knowledge gained through the provision of the Services hereunder.
3.2 Customer Content and Layout
You and your licensees, as the case may be, shall grant the Company and its Service Providers a limited, non-exclusive, royalty-free, worldwide and revocable license to use the Customer Content for the purposes of providing the Services to you during the term of the Agreement only.
3.3 Social Media Feed
The Services may require use of your own social media accounts (“Social Media Accounts”).
The use of the feed and any other input from the Social Media Accounts (“Social Media Feed”) shall be subject to the terms and conditions of the respective Social Media Sites (“Limitations”). To the extent such Limitations permit it, you shall have the rights to the Social Media Feed and shall 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 Services to you during the term of the Agreement.
In the event you and the Company have agreed on the Translation Services, the title and ownership to the translations derived of such translations services (“Translations”) shall vest in you subject to the Limitations.
3.5 Trademarks, Trade Names and Domain Names
You acknowledge and agree that the Company may use your trademark, business name and trade name including any related logos and picture marks in marketing of its services and business, subject to the separate, written consent of Customer and the Company may also hyperlink your Website into the web sites of the Company, subject to the separate, written consent of Customer.
In consideration for the Services and rights granted herein, you shall pay the Company the service fees, payments and costs in full in accordance with the price list of the Company that has been provided to Customer without any setoffs or deductions (“Fees”).
The Fees for the Translation Services are generally invoiced in monthly arrears. However, the Company has the right to invoice the current balance at any time, for any reason.
The Fees are invoiced in advance, if not separately otherwise agreed in writing between you and the Company and they are payable on credit card and/or other method of payment as designated by the Company.
5. INFORMATION SECURITY
6. REPRESENTATIONS AND WARRANTIES
You represent and warrant that the Customer Content, Social Media Feed and the Information does not include any material that:
(i) restrict or inhibit any other user from using the Services; or
(ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; or
(iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; or
(iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; or
(v) constitute or might constitute an act of unfair business practice,
(vi) contain a computer virus or other harmful component or material; or
(vii) constitute or contain false or misleading indications of origin or statements of fact.
Furthermore, you represent and warrant that:
(iii) you have complied fully with the obligations set out in the Agreement; and
(iv) you shall not imply or make any comment or statement whatsoever, 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 on the Website including but not limited to Customer Content and Social Media Feed;
(v) you are responsible for your computer hardware and software including but not limited to appropriate protection against viruses and other harmful material or components.
You acknowledge and agree that you are solely responsible, as far as permitted by applicable mandatory law, for any Customer Content and that you acknowledge that you will have to monitor the Customer Content according to applicable laws.
Company represents and warrants that:
(i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations hereunder.
(ii) It will perform its obligations and the Services under this Agreement conscientiously, to the best of its skill and ability, in accordance with best industry practice and using suitably skilled personnel;
(iii) the making of this Agreement by the Company does not violate any separate agreement, rights or obligations existing between the Company and any other person, and, throughout the term of this Agreement, the Company shall not make any separate agreement with any third party that is inconsistent with any of the provisions of this Agreement;
(iv) Company shall not make any representation or give any warranty to any person or entity expressly or on Customer’s behalf;
(v) Company will take all precautions consistent with the protection of valuable trade secrets by companies in high technology industries to ensure that they protect and maintain the confidentiality of the products and their source code;
(vii) The Company’s services hereunder shall be completed in full compliance with all applicable laws, including federal, state, provincial, local and foreign laws, and any rules, regulations and standards promulgated thereunder; and
(viii) Company will comply fully with the obligations set out in the Agreement.
Each party shall indemnify and on first demand hold the other party and its licensors and other affiliates (including but not limited to Service Providers) and all their directors, members of the board of directors, managing directors, employees and other representatives harmless against any and all claims, damages, costs, sanctions, fines, liabilities or like arising out of or in connection with the breach of such party’s representations and warranties set out in this Section 6.
All notices shall be sent by email to the Company in the address in Section 1 and if to the Customer in the email address that the Customer has provided the Company. The Customer will inform the Company of any changes to the email address. Any and all notices shall be deemed as delivered when received by the receiving party in the email address set out in the Agreement.
8. TERM AND TERMINATION
The Agreement shall be valid until further notice and may be terminated by the Company with six (6) months’ prior written notice and by you with one (1) month’s prior written notice. Notwithstanding anything to the contrary, in the event you and the Company have agreed on a fixed term the Agreement may be terminated only after the lapse of such fixed term or if agreed between you and the Company earlier provided that all the Services provided through notice of such termination, if any, are fully paid.
The Company has the right to terminate the Agreement with immediate effect, in the event you are in breach of the Customers Representations and Warranties set out in Section 6.
You or the Company may terminate the Agreement if the other party to the Agreement is in breach of its material obligation.
In the event you wish to terminate the Agreement, the termination notice shall be sent to the Company directly. Upon any termination of the Agreement any and all rights and licenses granted to you shall cease and terminate and the account shall be closed automatically without any separate notice thereof and the Company shall only be liable to allow you to delete the Customer Content.
9. LIMITATION OF LIABILITY
UNLESS OTHERWISE STATED EXPLICITLY ABOVE OR IN MANDATORY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED , REGARDLESS OF THE LEGAL GROUND THEREOF. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF COVER PURCHASE, DAMAGE TO GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE OTHERWISE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
10. GOVERNING LAW AND JURISDICTION
THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE A COMPETENT NEW YORK DISTRICT COURT.
11. OTHER TERMS AND CONDITIONS
These Terms and the Agreement constitute the entire agreement between the Company and you with respect to the Services and the Website. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the Agreement shall continue in full force and effect.
The Agreement may not be transferred by you without prior written consent of the Company. The Company may freely transfer the Agreement without your prior written agreement. Intellectual property rights owners who wish to have their materials removed from the Website because of mandatory applicable law shall contact the address stated above in the Section 1.