THANK YOU FOR CHOOSING TRANSFLUENT! PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS, AND DESCRIBE THE CONTRACTUAL TERMS THAT APPLY TO YOUR USE OF OUR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE IMMEDIATELY STOP USING AND/OR ACCESSING OUR SERVICES.
Transfluent provides translations as a service for you.
These Transfluent Terms of Service (“Terms”) apply between Transfluent Ltd.(together with its affiliates, “Transfluent”, “we”, “us”) and you as our customer (“you” or “Customer”), and govern the provision of Translation Services (defined below) by Transfluent. These Terms further govern your use and our provision of the various services and technologies (including related software and content), such as, the Transfluent platform accessible at www.transfluent.com, any API or plug-in or any other technologies Transfluent may make available, through which the Translation Services are ordered and provided (together “Services”).
The Services are intended for use only by business entities (e.g. corporations, business associations, partnerships, etc.) and not by individual consumers. By using the Services, you represent that you are a business entity.
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 Services following such a posting, you accept any such change or modification.
Please note that in case you fail to comply with these Terms, we may suspend or terminate your access to the Services and refrain from providing the Translation Services, without any liability to you.
2. PROVISION OF THE SERVICES AND TRANSLATION SERVICES
2.1 General Description of the Services
The Services enable you to order:
(i) Translation Services as set out in Section 2.3; and
(ii) Additional services ("Additional Services"") as may be agreed from time to time between you and Transfluent.
A more detailed description of the features and functionalities of the Services, as well as further instruction on using the Services is provided in connection with the Services. Additional terms and conditions may apply to Additional Services. To the extent not mentioned otherwise, Additional Services, if any, are provided pursuant to the same terms and conditions as the Translation Services.
In providing the Services and Translation Services, Transfluent may from time to time use third-party service providers (including, without limitation, external translators and translation
software providers) designated by and at the sole discretion of Transfluent (“Service Providers”). If third parties are used, Transfluent shall remain solely responsible towards the Customer for the proper performance of its obligations under this Agreement notwithstanding any outsourcing arrangement. Furthermore, the customer may ask Transluent to stop from providing any services through agreements with third parties.
Transfluent reserves the right to add additional features to the services at any time. Furthermore, Transfluent may change, limit or remove existing features for reasons of data security, technical necessities or due to changes in applicable law, provided that the change, limitation or removal is reasonable for Customer in consideration of the interests of both Parties. Transfluent shall inform Customer of such changes in due time in writing (email sufficient).
2.2 Registration and Charges
Using the Services and ordering Translation Services requires that you become a registered user and create a user account, for which you must provide current and complete registration information, including a username and a password (“Credentials”). You agree not to provide inaccurate, misleading or false information in connection with your use of the Services. We reserve the right to deny a user the ability to create an account if the Credentials are incomplete or otherwise inadequate.
The Credentials are user-specific and must not be transferred or disclosed to third parties. You must maintain and update as necessary the Credentials and any other information you provide to us. You are responsible 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.
In case you wish to set up a company account, you must designate an admin user who will be responsible for proper use of the Services within your organization. You must further ensure that all persons within your organization to whom you (or your admin user) give access to the Services have proper authorizations to purchase Translation Services, and accept that any purchases made by users from your organization are binding on you and fully chargeable by Transfluent.
What is said about Credentials above, applies equally to the use of any API access tokens made available to you for utilizing the Translation Services through an application programming interface (API).
You are solely responsible for any charges for Internet access, data usage and/or any other charges that you may incur while using the Services.
2.3 Translation Services
Subject to full compliance with these Terms, including any payment obligations set out herein, Transfluent agrees to provide you with translation of Customer Content (defined below) from the source language into the target language, as submitted and instructed by you through the Services (“Translation Services”). The applicable manner, format, fees, schedule, and scope of the Translation Services and, as applicable, Additional Services, shall be specified separately between you and Transfluent when ordering the Services.
The Translation Services are provided to you through the Services, and are accessible on the Transfluent platform or, as the case may be, through particular plug-ins or application programming interfaces (APIs) which may be available for use in connection with platforms and applications provided by third parties (such as webstore platforms). You understand that such as plugins or application programming interfaces (APIs) may be subject to a separate license and agree to be bound by such separate terms. Transfluent is neither obligated to ensure nor warrants correctness or accuracy of API Responses or Customer Content. In particular, Transfluent does not give any guarantee regarding the correctness of the translations created by using Translation Services.
2.4 Customer Content
For the purpose of these Terms “Customer Content” means the content you submit through the Services for the purposes of Transfluent providing the Translation Services to you.
You agree that all Customer Content, whether publicly posted or privately transmitted, is at your sole responsibility. You are solely responsible for Customer Content, its suitability for Translation Services and for ensuring that you have all necessary rights to submit Customer Content to us, give us the rights to use Customer Content as set out in Section 4.3 and that Customer Content complies with all applicable copyright and other laws, and with the terms of any licenses or agreements to which you are bound.
Transfluent has no responsibility to review the quality of the Customer Content for typographical, contextual 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, and you agree that Transfluent has no liability whatsoever over such errors or omissions or their impact on the quality of the Translation Services.
You are solely responsible for creating and storing any backup files of Customer Content and we disclaim any responsibility for any backup and/or retention of any Customer Content transmitted to us.
We endeavor to keep the Services accessible on a 24/7 basis so that you are able to submit Customer Content to us at any time. However, you accept that unless we have given specific commitments thereof, we are not obligated to provide any maintenance or support services, observe any particular service levels in relation to the Services, to provide any specific content through the Services, or to provide you with updates, upgrades, or services related to the Services. You agree that we may in our sole discretion modify the Services, issue updates or upgrades to the Services, disable access to the Services, and cease providing the Services for any period of time or permanently. You acknowledge and agree that we shall have no liability to you arising out of any unavailability of or amendment to the Services.
3. FEES AND PAYMENT
In consideration for the right to access and use the Services and provision of the Translation Services, you agree to pay Transfluent the service fees and other payments as set out in the price list valid from time to time or as may be separately agreed between you and Transfluent (for example in a quote or otherwise) (“Fees”).
The Fees payable by you are generally shown in the Services as you order the Translation Services. In case of doubt about the Fees, be in contact with Transfluent before making orders. Any applicable value added tax, sales tax and any other applicable taxes and duties are added to the Fees charged, at the rates and amounts applicable from time to time. Any increases in taxes or duties are added to the Fees upon the increase becoming applicable.
The Fees are invoiced in advance unless you and Transfluent agree separately in writing that the Fees are payable on invoice or another payment method. An administrative fee will be added to all invoices. 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.
Any store credits bought before are valid for one year (12 months) from the purchase date and will expire after that time period. Any purchased store credit will not be refunded, unless agreed separately in writing.
All payments must be made in full without deduction or set-off and in the currency designated by us.
3.3 Fees for Cancelling the Translation Services
In case you decide to cancel the Translation Services after submitting Customer Content to us, which you may do by notifying us in writing, you agree that Transfluent will invoice all Fees accrued for the Translation Services performed up to cancellation, regardless of whether Transfluent has provided the Results (defined below) to you or not. In addition to the accrued Fees, Transfluent is entitled to charge 20 % of the remaining Fees payable for the relevant Translation Services as additional compensation.
3.4 Late Payment
If any amount of the Fees is not paid by the due date:
(i) Transfluent may charge interest on that amount at 10% per annum calculated from the due date up to the date of full payment;
(ii) charge any reasonable costs and expenses incurred by Transfluent due to late payment (such as debt collection expenses); and
(iii) Transfluent may suspend or cease the provision of the Translation Services, refrain from providing any Results to you, and may at its discretion terminate your access to the Services, all without any liability to you.
All grants of any rights to use the Results 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 Transfluent.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Rights to the Services
All rights, title and interest, including without limitation any copyright, trademark, patent, utility model, right to get-up, trade secret or other intellectual property right, in and to the Services (including, without limitation, all related designs and other files, databases, text, graphics, pictures, video, information, applications and software available through the Services, and their look and feel) will remain exclusively vested in Transfluent and be Transfluent’s sole and exclusive property. Any Services and Translation Services provided to you pursuant to these Terms, and other data or materials that are created, derived or prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to Transfluent and our licensors.
We reserve all rights in the Services and related intellectual property rights not expressly granted to you in these Terms.
4.2 Rights to Use the Services
Provided that you comply in full with the provisions of these Terms, Transfluent grants you a limited, non-exclusive, revocable and non-assignable right, without the right to sublicense, to access and use the Services (and any content therein) for the sole purpose of procuring and receiving the Translation Services. You may not upload or republish (by way of linking or otherwise) any part of the Services on any Internet, Intranet or Extranet site or incorporate or compile the information in any other database without our express prior consent.
You further agree not to:
(i) copy or modify, create derivative works of, or reproduce the Services, or make adaptations or modifications to the Services, or any part(s) thereof
(iii) make the Services available to multiple users by any means, including without limitation by uploading any part of the Services to a file-sharing service or other type of hosting service or by otherwise making the Services available over a network where it could be used by multiple devices at the same time;
(iv) disassemble, decompile, reverse engineer, or attempt to derive the source code of any part of the Services, 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
(v) delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings which may appear in the Services.
You agree to comply with, and not to circumvent or attempt to circumvent, any technological measures or technical restrictions in the Services that allow you to use the Services only in certain ways.
Any use of the Services or their content other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate your right to use the Services. Such unauthorized use may also violate applicable laws, including copyright and trademark laws, and subject you to liability towards us and our licensors. The rights granted to you under these Terms remain in effect until terminated by us. Without prejudice to any other rights or remedies we may have under these Terms or applicable laws, and notwithstanding anything to the contrary, the rights will automatically terminate without notice from us if you in any way breach any provision of these Terms. Upon termination of the rights for any reason you must cease all use of the Services.
4.3 Customer Content
All right, title and interest (including intellectual property rights) in and to Customer Content belongs to you.
You hereby grant Transfluent and its Service Providers a non-exclusive, royalty-free, worldwide, and revocable right and license to use the Customer Content you submit for the purposes of providing the Translation Services to you. You also accept that Transfluent has the right to enrich the Customer Content by way of adding metadata and other identifiers designed to categorize the Customer Content, either itself or by a third party (such as a Service Provider).
The foregoing right and license becomes effective automatically when you submit the Customer Content to us and remains in effect until completion of the Translation Services, however, subject to what is said about Results and Source Text below.
4.4 Use of Results of Translation Services
Section 4.3 notwithstanding, and always subject to the confidentiality obligations set out in these Terms, Transfluent has the non-exclusive, royalty-free, worldwide, transferrable, irrevocable and perpetual right and license to use, (including, without limitation, by way of altering, modifying, combining, storing, disseminating, distributing, which includes licensing, and copying) any results of the Translation Services created by Transfluent based on Customer Content (“Results”) and any related Customer Content used as the source text of the Results (“Source Text”) in Transfluent’s business, including for further development of its services and business.
The Results and Source Text must, however, be used in anonymous and general form, meaning free from any personal data, other identifiers relating to Customer and Customer’s confidential information. Such right and license includes, without limitation, using the Results and Source Text in providing Translation Services to Transfluent’s other customers, storing the Results and Source Text in any translation memories utilized by Transfluent, teaching possible AI algorithms relating to the Services, create statistical and other analyses, and developing new business models based on analyzing the Results and Source Text.
In the event that the Results made by are deemed to be protected under copyright laws to the benefit of Transfluent, subject to your full compliance with these Terms and any other provisions applicable to your use of the Services and Translation Services, including full and due payment of the applicable Fees, Transfluent hereby irrevocably agrees not to assert its copyright in the Results in a manner that would prevent you, or any of your future assignees, successors or licensees, from fully utilizing the Results in your or their business as you or they may desire (including, without limitation, the right to make copies, modify and distribute), whether taking place commercially or non-commercially. Further, Transfluent agrees to use the Results and Source Text only in the scope set out above.
4.5 Reference Use
Transfluent may use your trademark, business name, and trade name, including any related logos and picture marks, in marketing of our services and business, provided we obtain a written consent from you to do so. We may also integrate hyperlinks to your website directing to our website, provided we obtain a written consent from you to do so.
5 PRIVACY AND SECURITY
5.2 Deletion of Personal Data from Customer Content
The parties’ intention is not to submit any personal data (such as person’s name or address, phone number, e-mail address, credit card number, or any information that may otherwise be used to directly or indirectly identify an another individual) as part of Customer Content in a manner that would create a relationship of a controller and processor between you and Transfluent.
In case Customer intends to transmit personal data to Transfluent it will be carried according to Section 5.3.
5.3 Processing of Personal Data if Contained in Customer Content
In case Customer Content would contain personal data, Transfluent agrees to keep such personal data strictly confidential and use such personal data only as is necessary to properly perform the Translation Services (essentially including them in the Results provided to you) and in no event separately thereof. Customer guarantees not to collect, process or use any personal data in connection with the Services without the express consent of the data subject or sufficient other legal authorisation. Transfluent will reasonably co-operate with the Customer in order to assist the Customer in implementing such required legal authorisations.
Further, in case a relationship of a controller and processor would be deemed to exist, for example, due to the contents and nature of the Customer Content provided for the Translation Services, the processing is carried out in accordance with the provisions set out below.
In relation to the personal data being processed, the Customer is the controller and Transfluent the processor, processing personal data on Customer’s behalf for the sole purpose of providing the Translation Services.
The types of personal data and categories of data subjects subject to processing depend in each case on the Customer Content subject to the Translation Services and are as made available in the Customer Content.
As the processor, Transfluent agrees to:
(i) process the data subjects’ personal data in accordance with applicable EU data protection laws (“Laws”) only on behalf of and on account of Customer, for the sole purpose of providing the Translation Services and in conformance with the Laws;
(ii) process the data subjects’ personal data in conformance with Customer’s documented and reasonable instructions;
(iii) keep the personal data it processes confidential and ensure that all permitted
sub-processors or persons it engages in the processing of personal data have committed themselves to, or are bound by statutory, confidentiality obligations;
(iv) take appropriate technical and organizational data security measures, in accordance with Transfluent’s own practices and the requirements set out in the Laws, to ensure the confidentiality, integrity and availability of the personal data, and regularly evaluate their effectiveness and sufficiency in relation to risks associated with the processing;
(vi) assist Customer in ensuring that the controller’s obligations are complied with, in the extent set out in the Laws;
(vii) delete or return, as separately instructed, all personal data processed under these Terms after completion of the provision of the Translation Services, unless further storage is required pursuant to EU or national laws applicable to Transfluent, in which case Transfluent notifies Customer thereof;
(viii) notify Customer without delay upon becoming aware of a personal data breach or in case Transfluent considers any Customer’s written instructions violate the Laws; and
(ix) make available to Customer all information necessary to demonstrate compliance with the processor’s obligations set out in these Terms and the Laws, and allow for and contribute to audits and inspections conducted by Customer, or another independent auditor mandated by it, who may not be a competitor of Transfluent.
Transfluent may engage or use the services of other data processors in the processing of Customer’s personal data (such as Service Providers), to which Customer hereby gives its general authorization. The current list of subprocessors is available at
www.transfluent.com/subprocessors and the list will be kept up-to-date.
Transfluent may need to make the Customer Content containing personal data available to translators and services located outside the EU/EEA, however, always utilizing the applicable safeguards available under the Laws. By submitting Customer Content containing personal data to Transfluent, Customer consents to such transfer and warrants that it has all necessary rights and authorizations to give such consents and provide the personal data to Transfluent for the purposes set out above.
5.4 Data Security
Transfluent employs appropriate technical and other safeguards and measures to ensure the security of the Services and Translation Services. In order to enforce the security and integrity of
the Services, we reserve the right at any time in our sole discretion to block users from certain IP addresses from accessing the Services.
6. REPRESENTATIONS AND WARRANTIES
You represent and warrant that you shall not and shall not authorize any third party to (or attempt to):
(i) make use of the Services for any other purposes than indicated by Transfluent from time to time;
(ii) submit any material which includes incorrect, incomplete, fraudulent or otherwise misleading information, are intended mainly for fraudulent or unlawful purposes or use of which (by you or any other person) would be illegal or would infringe any third-party rights;
(iii) submit any material that contains any pornographic, hate-related, defamatory or violent content;
(iv) act in any way that violates these Terms, as may be revised from time to time by Transfluent, or applicable laws; and
(v) imply or make any comment or statement which might be interpreted in a way that Transfluent endorses, supports, or is of the same opinion with any input, data, information, or material you submit to Transfluent for the use of the Services, including, but not limited to, Customer Content.
You undertake to notify us with no undue delay of any known or suspected improper or wrongful use of the Services.
In case you breach any of the representations and warranties, we reserve the right, in our sole discretion, to refrain from providing any Services or Translation Services to you without any liability, remove data containing prohibited content and to terminate or suspend your rights to use the Services. Suspended or terminated users of the Services remain obligated to pay us any unpaid Fees.
7.1 Disclaimer of Warranties
Unless expressly agreed otherwise between you and Transfluent, the Services are provided on an “as is” and “as available” basis, and Transfluent or the Service Providers make no representations or warranties as to the Services (and any content, resources or materials accessible through or available from the Services) or Translation Services meeting your particular requirements or expectations, being error-free, accurate or complete, or that the operation or use of the Services is uninterrupted at all times. Transfluent and the Service Providers further disclaim any express or implied warranties including, without limitation, the warranties of title, level of quality, fitness for particular purpose, merchantability and freedom from computer viruses or other data security risks.
7.2 Links to Third-Party Websites
The Services 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 Services 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 you do that on your own risk and that 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.
All notices to Transfluent shall be sent by email to firstname.lastname@example.org. Such notices shall be deemed received when actually received.
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 Translation Services have signed a non-disclosure agreement with Transfluent or otherwise bound by appropriate confidentiality obligations.
7.5 Limitation of Liability
While Transfluent strives to provide a perfect translation from the Customer Content, Transfluent does not give any guarantee regarding the correctness of the translations.
Transfluent’s liability under these Terms in respect of each event or series of connected events will in no event exceed the total amount of the Fees paid by you to Transfluent in relation to the Translation Services.
To the maximum extent permitted by applicable law, Transfluent will in no event be liable to you for any indirect, special, incidental or consequential damages that may result from or arise in relation to your access to or use of or inability to access or use) the Services or Translation Services (including, without limitation, loss of profits, loss of revenue or other commercial or economical loss, loss of goodwill, loss or damage to reputation, loss of contracts or customers, loss of anticipated savings, or loss, corruption or destruction of, or harm to, data, materials (including Customer Content) or computer systems and programs), whether any of the foregoing arise in contract, tort (including negligence) or otherwise and even if Transfluent has been informed of the possibility of such loss or damage.
You agree to indemnify and hold us harmless from and against 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.
7.7 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 law provisions thereof).
nAny dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, that the parties are unable to resolve amicably through good faith negotiations, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
The above notwithstanding, each party may seek interim injunctive relief(s) or judgements or orders for collecting unpaid Fees from any court of competent jurisdiction as well as the enforcement of the arbitral award.
7.8 Entire Agreement; Waiver; Severability; Assignment
These Terms constitute the entire agreement between you and Transfluent with respect to the subject matter hereof, and replaces any prior agreements or commitments made between you and Transfluent. Our failure to exercise any rights under these Terms shall not constitute or be deemed a waiver of such rights. In the event that any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction for any reason, the remaining provisions of these Terms will remain in full force and effect. Transfluent may assign and transfer this agreement between you and Transfluent, and any of its rights and obligations hereunder, to any of its group companies or to a third party in connection with a business transfer or other business transaction. You are not allowed to assign or transfer this agreement without Transfluent’s prior written permission.
7.9 Term and Termination
We reserve the right to discontinue offering the Translation Services or Services or to modify them 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 Services at any time. You may terminate this agreement with Transfluent at any time by closing your user account to the Services. Following termination, all such terms that by their nature may survive termination of these Terms shall be deemed to survive such termination.
In any issues relating to our services or these Terms, please feel free to contact us. You can find our contact details at www.transfluent.com.