1.1 The following words and phrases shall have the meanings and definitions set forth below:
Means the Language Data and Meta-Data provided by User to TAUS in the context of this Agreement for further use by TAUS and its Users.
Means a work based upon one or more preexisting works, such as Authorized Data, in which a work may be recast, transformed or adapted. A work consisting of editorial revisions, annotations, elaborations and/or other modifications, which as a whole represents an original work of authorship, is a derivative work. Non-material modifications to a preexisting work do not constitute a derivative work.
TAUS Estimate API
The TAUS Estimate API receives, analyzes and returns the Language Data to the user, but does not store the Language Data. The TAUS Estimate API means the online platform, consisting of software, algorithms, data models, techniques and / or documentation that provides Meta-Data of machine and human-translated segments, such as confidence scores of target sentences, comparisons with other translations and error counts, as offered, maintained and updated by TAUS. This enables User to benchmark performance and make informed decisions.
Intellectual Property Rights
Means all copyrights, personality rights, patents, utility models, design rights, trademarks, domain names, database rights, rights concerning confidential information (including know-how) and other intellectual property rights and similar rights, both registered and unregistered and including all applications and rights to be applied for and/or to be granted, the renewal and/or expansion of, and rights to claim the priority of, such rights, and all similar or equivalent rights or other forms of protection which exists now, or in the future in any part of the world.
Means all data consisting of a source side of the translation, and the matching target side, which have the same meaning as the source side in a different language.
Means all data associated with the Language Data, such as information indicating the language pair and other pertinent information about the relevant source / target pairs.
Means TAUS and User.
Means all information, which is not known to the public concerning the business of the User and including, but not limited to, samples, recipes, prototypes, technical reports, manufacturing instructions, drawings and formulae.
Means the confidence scores and downloadable reports made available via the TAUS Estimate API. The Scores do not include any data inserted by the User.
Means TAUS B.V., a Dutch private limited company, currently established at Oosteinde 9, 1483 AB De Rijp, The Netherlands.
Means a party or individual that is authorized to use the TAUS Estimate API as per this MSA.
2. Right of use
2.2. The right to access and use the TAUS Estimate API is limited to the remote access to and/or use of the TAUS Estimate API by means of electronic access via the internet for purposes of processing, retrieving and leveraging the Scores.
2.6. User is responsible for meeting the technical and functional requirements (provided by TAUS to User) in order to be able to access and use the TAUS Estimate API. The use of the TAUS Estimate API and/or the Scores is for User's own account and risk. The electronic communication facilities used by User in order to gain access to the TAUS Estimate API (i.e. User's internet connection and internal network) is also for User's own account and risk. TAUS will take reasonable commercial measures to ensure continued availability of the electronic communication facilities and IT infrastructure it uses to run the TAUS Estimate API available with a monthly uptime percentage of at least 99.90%. Unless in case of willful intent or gross negligence, TAUS will in no event be liable for any damage, loss or costs, including loss of Scores, or any inability of User to use the TAUS Estimate API as a result of a shortcoming, defect or other malfunction of the aforesaid electronic communication facilities.
2.7. User has access to the TAUS Estimate API and the Scores for as long as User has paid a usage fee. If the User stops paying the usage fees TAUS may continue to provide the User with access to the TAUS Estimate API for a limited time and volume of usage. New payments by the User will first cover the overage. If the User does not make new payments for the usage of the TAUS Estimate API, TAUS will stop providing access to the TAUS Estimate API.
2.8. Access to the TAUS Estimate API and usage of the Scores is restricted to Users.
2.9. TAUS will not automatically charge User for new credit bundles. TAUS will notify User before the credit bundle is used up. User will then have to buy a new credit bundle in order to continue its use of the TAUS Estimate API and the Scores.
2.10. Usage of the TAUS Estimate API is priced on the basis of the number of characters that the User is processing. User prepays for a specific volume of characters and the usage is then credited against the purchased volume. User can at any time purchase more volumes. Purchased credits are valid for twelve months after the purchase. TAUS does not provide refunds for unused credits.
3. User's Obligations
4. Intellectual property rights
4.1.a. TAUS must promptly notify User in writing of the action;
4.1.b. TAUS grants User sole control of the defense and settlement of the action unless: (i) User fails to confirm in writing within 15 (fifteen) days after the date of the notification referred to under a, that User will control the defense and settlement of the action; or (ii) the urgency of the action requires immediate response; in either of which case TAUS is entitled to control its own defense and follow such course of action as it reasonably deems necessary to protect its interests; and
4.1.c. TAUS must provide User, at User’s expense, with all assistance, information and authority reasonably requested for the defense and settlement of the action. User will not be responsible for any compromise made or expense incurred without its consent.
Notwithstanding the terms of this Section 4.1, User will have no liability for any infringement claim of any kind to the extent that it results from: (x) modifications to the Authorized Data made by TAUS, if the infringement would not have occurred but for such modifications; (y) TAUS’s or its licensees’ use of the Authorized Data other than as authorized by (section 2.5 of) this Agreement.
5. Functioning of the TAUS Estimate API / Liability
5.1. The TAUS Estimate API is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement.
5.2. Notwithstanding anything to the contrary contained herein, liability of both parties for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid by the User, if any, during the twelve (12) month period prior to any cause of action arising.
5.3. This Article does not limit either party’s liability for direct damages caused by gross negligence or willful intent by such party, its advisory board or its executive management, as applicable.
5.4. TAUS warrants/guarantees to take reasonable steps to ensure that the data existing on the TAUS Estimate API comply with all applicable mandatory laws and regulations. Furthermore, it will, upon notification, undertake all steps necessary to cease any apparent unlawful situation, rectify any unjust or incorrect expression or do all reasonably required to prevent any breach of mandatory applicable laws otherwise.
6. Representations and Warranties of User
6.2. User makes no representation or warranty of any nature as to the textual correctness of the Language Data.
7. Suspension and termination
7.1. User may stop using the services of TAUS at any time.
9. Governing law and dispute resolution
9.2. All disputes between User and TAUS with regard to this agreement shall be exclusively settled by arbitration in Amsterdam, The Netherlands, in the English language in accordance with the existing Rules of Conciliation and Arbitration of the International Chamber of Commerce by 1 (one) arbitrator to be selected in accordance with the said Rules. The parties request the ICC Court of Arbitration to attempt to appoint an arbitrator who is knowledgeable in the area of information technology; if no such arbitrator can be appointed, the normal appointment process shall apply. The award rendered therein shall be final and binding upon the parties to such arbitration proceedings. However, submission to arbitration shall not preclude the ability of either party in the first instance to seek injunctive relief pending the outcome of subsequent arbitration. The courts of Amsterdam, the Netherlands, shall have exclusive competence for a procedure of injunctive relief.