These terms of use ("Terms of Use") apply to the use of the Dynamic Quality Framework and the Data Cloud, as defined below. Please read these Terms of Use carefully before using the Dynamic Quality Framework and the Data Cloud. The User (as defined in Clause 1.1. (e) of these Terms of Use) accepts and agrees that the use of the Dynamic Quality Framework and the Data Cloud is governed by these Terms of Use and that it is bound by these Terms of Use.

1.     Definitions

1.1   The following words and phrases shall have the meanings and definitions set forth below:

(a)    “Affiliate” means an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For the purposes of these Terms of Use, an entity shall be treated as being controlled by another if that other entity; (i) has fifty percent (50%) or more of the votes in such entity; or (ii) is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

(b)   Dynamic Quality Framework ("DQF") means a platform that consists of resources, a knowledge base, Reports and tools, maintained and updated by TAUS;

(d)    "Reports" means graphical reports, key performance indicators and downloadable reports as well as the underlying data of the USER and aggregated anonymized data collected from all users on which the Reports are built, as generated by DQF based on the quality evaluations and productivity measurements performed by users of DQF;

(e)    "User" is a party or individual that has paid an admission fee and is officially registered as a user or a member of TAUS;

(f)    "Data Cloud" means a collection of Data, systematically selected, processed, maintained and updated by TAUS with its taxonomy of domain and private index categories;

(g) "Data" means the Language Data as developed by User or licensed to User by a third party under terms that allows User to provide the Data in the context of this Agreement and supplied by User to TAUS for further use by itself, its members and non-members;

(h) "Derivative Work" means a work based upon one or more preexisting works, such as Data, in which a work may be recast, transformed or adapted. A work consisting of editorial revisions, annotations, elaborations or other modifications, which as a whole represent an original work of authorship, is a derivative work. Non-material modifications to a preexisting work do not constitute a derivative work;

(i) “IP-Free” means Data that are free of Intellectual Property Rights;

(j) “Intellectual Property Rights” means the copyrights and the sui generis database rights of the User with respect to the Data, including any licensed copyrights and sui generis database rights, but excluding any copyrights, sui generis database and patent rights to the Data Cloud;

(k) "Language Data" means all data consisting of a source side of the translation, and the matching target side, which has the same meaning as the source side in a different language and associated metadata, indicating the language pair and other pertinent information about this source/target pairs;

(l) “Language Data Platform” means the repository and the applications that together comprise the platform to be used by members and users;

(m) "TAUS" means TAUS B.V., a Netherlands company, currently residing at Oosteinde 9, 1483 AB De Rijp, The Netherlands;

(n) "Taus Academic Rider Agreement" means the agreement attached as Annex 1 to this Terms of Use to be signed by Academic members;

(o) “Terms of Membership” means the document that describes procedures, obligations and rights of the members;

(p) “Parties” means TAUS and User;

(q) “Proprietary Information” means all information, which is not known to the public concerning the business of the User and including, but not limited in form to, samples, recipes, prototypes, technical reports, manufacturing instructions, drawings and formulae.

2. Grant of License and user rights to the Data and the Data Cloud

Note: Article 2 applies strictly and only to the use of the Data Cloud, and not to the use of DQF. For the use of DQF see article 3.

2.1 These Terms of Use set inter alia forth the terms and conditions under which User shall supply and license Data to TAUS at no costs. User agrees to use reasonable efforts to supply Data to TAUS on a regular basis. User grants TAUS a non-exclusive royalty free worldwide license to use, copy, modify and merge the Data in connection with the Data Cloud and the Language Data platform.

2.2 The Parties recognize the importance of quality of the Data Cloud. User has familiarized itself with the Data and makes sure that the Data is of high quality. It is the responsibility of the User to undo its Data from Proprietary Information. TAUS must not knowingly use Data that contains Proprietary Information and TAUS must use reasonable efforts to refer such Data to User.

2.3 Upon discovery, by either party, that the Data contains Proprietary Information or other information which User is obligated to keep confidential, the discovering party shall immediately inform the other party of such discovery. TAUS shall cooperate fully with User in retrieving and removing such information from the Data, and shall use best efforts to maintain the confidentiality of such information.

2.4 In consideration of the license grant pursuant to Article 2.1, and subject to Articles 2.5 and 2.6, the User obtains access to the Language Data and the Data Cloud provided that the User is a member of TAUS.

2.5 Access to the Data Cloud and the Language Data includes the following limitative rights:i) the right to use the target side of the translation units into a commercial product, provided that User may not resell the Data as if it is its own new translation;ii) the right to make Derivative Works; and iii) the right to use or resell such Derivative Works commercially.

2.6 The right to grant access pursuant to Article 2.5 includes the right to grant such access to an Affiliate of User or a subcontractor, provided that such Affiliate or such subcontractor i) will also be bound by all terms and conditions provided for in these Terms of Use and User being responsible for compliance with the terms and Terms of Use hereof by its Affiliate or subcontractor and ii) subcontractor is a member of TAUS.

2.7 Any other use or more extensive use of the Data beyond the limited scope of Articles 2.5 and 2.6, including but not limited to the redistribution, repackaging or relicensing of the translation units (the original language data and the translation of the original) in any form or subset, is not allowed.

2.8 Charges for access to the Data Cloud and the Language Data will be set out in the Terms of Membership.

3. Right to use DQF

Note: Article 3 applies strictly and only to the use of DQF, and not to the use of the Data Cloud. For the use of the Data Cloud see article 2.

3.1 TAUS grants User a personal, non-transferable, non-exclusive right to use DQF in accordance with these Terms of Use.

3.2 The right to access and use DQF is limited to the remote access and/or use of DQF by means of electronic access via the Internet for purposes of processing, retrieving and leveraging the Reports.

3.3 Except as expressly stipulated in these Terms of Use or except as expressly allowed by mandatory law, the User may not - nor permit any third party to - (a) copy, make available, sublicense or otherwise commercialize DQF, (b) modify, translate or otherwise create a derivative work of DQF, (c) disassemble, decompile or reverse engineer the object code or source code of DQF.

3.4 TAUS may take technical measures to protect DQF. The User may not remove or circumvent such technical measures.

3.5 TAUS reserves the right to audit - or to have a third party audit - whether User complies with the granted rights regarding the use of DQF and the Reports.

3.6 The User is responsible for meeting the technical and functional requirements (provided by TAUS to the User) in order to be able to access and use DQF. The use of DQF and/or the Reports is for the USER's own account and risk. The use of electronic communication facilities in order to gain access to DQF is also for the User's own account and risk. Unless in case of intent or gross negligence, TAUS will in no event be liable for any damage, loss or costs, including loss of Reports, or any inability of the User to use DQF as a result of a shortcoming, defect or other malfunction of the aforesaid electronic communication facilities. Furthermore, the risk of loss or theft of or damage to the Reports will at all times be borne by the User.

3.7 The User has access to DQF and the Reports for as long as the User has paid an admission fee. After a User stops paying admission fees TAUS keeps copies of the User’s Reports for a period of 12 (twelve) months. If the User restarts using DQF within 12 months after having interrupted the usage, all Reports will still be available. If the User restarts using DQF more than 12 months after having interrupted the usage, the Reports will no longer be available.

3.8 Usage of the Reports is personal. TAUS ensures that data used to generate Reports are anonymous.

3.9 TAUS will not automatically renew the User’s subscription. TAUS will notify the User before the subscription expires. The User will then have to renew the subscription.

4. User's obligations / Academic Members

4.1 The USER warrants that it will correctly and properly use DQF, the Reports, the Database and/or the Data which includes but is not limited to compliance with the terms of these Terms of Use. The User may in any case not use DQF, the Reports, the Data Cloud and/or the Data for any acts and/or conduct contrary to the law, public order, public decency or these Terms of Use. Furthermore, the User's acts and/or conduct must be in accordance with what may in all respects be expected of a responsible and diligent User

4.2 Academic Members (as defined in the TAUS Academic Rider Agreement) are also bound by the terms and conditions as set forth in the TAUS Academic Rider Agreement. To this end, Academic Members shall execute the TAUS Academic Rider Agreement and return a signed copy to TAUS.

5. Intellectual property rights

5.1 All intellectual and ownership rights, including but not limited to any and all copyrights, sui generis database rights and patent rights in respect of DQF and the Data Cloud exclusively vest in TAUS and its licensors. Furthermore, TAUS exclusively owns all rights in any ideas, concepts, know-how, documentation, techniques with respect to DQF, the Data Cloud as well as the technology available on the servers of TAUS, unless the technology is licensed to TAUS. The User indicates upon submitting the Data whether the User owns the Intellectual Property Rights to the Data, acts on behalf of the owner of the Intellectual Property Rights (article 8.1) or submits Data that are free of Intellectual Property Rights and are as such Fair-to-Share. The User does not grant TAUS, without the prior written consent from the trademark owner, the right to use any such trademarks.

6. Functioning of Data Cloud and DQF / Liability

6.1 The Data Cloud and DQF are 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. In no event shall TAUS vis-à-vis the User be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out, or in connection with the use of DQF, the Reports, the Data Cloud and the Data.

6.2 TAUS shall not be liable for any damage, loss, demand, liability, claim, cost or expense (including litigation costs and attorney's fees) of whatever kind, caused by or resulting from the use of the DQF, the Reports, the Data Cloud and the Data.

6.3 This Article does not limit TAUS' liability for direct damages caused by gross negligence or willful intent by TAUS or the advisory board or the executive management of TAUS provided that User.

7. Infringements

7.1 User shall have the first right, but not the obligation, to bring any action to prevent or terminate any infringement, misappropriation or other unauthorized use of the Intellectual Property Rights licensed to TAUS under these Terms of Use. Within fifteen (15 days) of any notice from TAUS of any such infringement, misappropriation, or other unauthorized use, User shall notify TAUS whether User will bring any such action. If any such action is brought by User, User shall have full control over the prosecution and settlement or compromise of such action and shall assume all the expenses and be entitled to all proceeds in respect of such action provided that TAUS shall have the opportunity to review and comment in advance on any material substantive filings or proceedings in such action. TAUS, at User’s expense, shall fully cooperate with and assist User in such action and shall be the nominal plaintiff or join as a co-plaintiff if and to the extent required by applicable law or requested by User.

7.2 If User in its discretion elects not to pursue any action against a Suspected Infringer, User will notify TAUS whereupon TAUS may notify User of its desire to pursue such action in its own name. If the possible infringement can reasonably be expected to have material adverse effect on TAUS if no action is taken with respect to the possible infringement, User shall permit TAUS, at its sole expense, to proceed in its own name with the prosecution of any action with respect to stopping the possible infringement, provided that User shall have the right to participate in such action, at its own expense, shall have the opportunity to review and comment in advance on any material substantive filings or proceedings in such action, and shall approve of any settlement of any such action, which approval will not be unreasonably withheld or delayed.7.3 Notwithstanding the above, User shall have the final decision with regard to bringing or proceeding with such action. If User, in its sole discretion, determines that such action would not be in the best interest of User, User shall notify TAUS of such determination, whereupon TAUS shall not bring such action against Suspected Infringer, or if such action has commenced, to terminate such action.

7.3 Notwithstanding the above, User shall have the final decision with regard to bringing or proceeding with such action. If User, in its sole discretion, determines that such action would not be in the best interest of User, User shall notify TAUS of such determination, whereupon TAUS shall not bring such action against Suspected Infringer, or if such action has commenced, to terminate such action.

8. Representations and Warranties of User

8.1 User hereby represents and warrants that to the best of its knowledge i) in the fulfillment of its obligations under these Terms of Use, User will not upload any data which is violating, infringing or misappropriating any intellectual property rights, proprietary information or any (trade) secrets of any third party and ii) has the right to grant to TAUS the licenses contemplated in these Terms of Use. If User is not the owner of the Intellectual Property Rights, the User will provide the name and contact details of the owner of the Intellectual Property Rights, or the User will explicitly state that the Data are free from Intellectual Property Rights.

8.2 User hereby further warrants that to the best of its knowledge Data submissions do not contain any viruses, worms, spyware, or other components or instructions that are malicious, deceptive or designed to harm or limit the functionality of a computer. User warrants that procedures have been put in place that reduce the risk of contamination of the Data with aforesaid shortcoming.

8.3 User makes no representation or warranty of any nature as to the correctness of the Data.

8.4 User hereby agrees to indemnify TAUS for, to hold TAUS harmless against and to reimburse TAUS for, any and all damages and/or expenses (including attorney’s fees) resulting from any breach of one or more of the representations and warranties set forth in Article 8.1 hereof, provided that TAUS: (a) provides written notice of the claim and any such threatened claim promptly to User; (b) gives User sole control of the defense and settlement of the claim; (c) provides to User, at User's expense, all available information, assistance and authority to defend; and (d) has not compro­mised or settled such proceeding without User's prior written consent.

9. Miscellaneous

9.1 TAUS may (i) suspend access to and/or the use of the DQF and the Data Cloud, or (ii) terminate the granted rights to User, with immediate effect upon written notice if User breaches the terms of these Terms of Use and/or otherwise acts unlawful against TAUS (including but not limited to infringing TAUS' rights in DQF and the Data Cloud). If the rights granted to User under these Terms of Use terminate, USER shall immediately cease using DQF and the Data Cloud and destroy any and all entry codes and/or passwords. Upon termination (for whatever reason) TAUS shall have no duty or obligation to convert the Reports.

9.2 Dutch law shall govern these terms and Terms of Use. All matters arising out of or relating to these terms and Terms of Use shall be irrevocably submitted to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.

9.3 TAUS may amend these Terms of Use unilaterally. Any such amendments will be duly reported to the User on beforehand. After such notification, any continued use of DQF and the Data Cloud by User will subsequently constitute acceptance of the Terms of Use (as amended).

9.4 In the event that one or more provisions of these Terms of Use should be determined by an arbitral tribunal or court having competent jurisdiction to be null and void or non-binding, the other provisions of these Terms of Use will continue to be effective. In such case, the parties are obliged to replace the non-binding provisions with other provisions that are binding, in such a way that the intended economic result of the new provisions differs as little as possible from the intended economic result of the original provisions, taking into account the object and the purpose of these Terms of Use. If a part or parts of the Terms of Use rendered void, invalid or unenforceable substantially impair the value of the whole Terms of Use to any Party, such party may cancel and terminate the Terms of Use by giving written notice to the other party.

9.5 Any term or condition of a purchase order, invoice or other communication between the Parties which in any way differ from or add to the terms and Terms of Use of these Terms of Use will not become binding upon the Parties unless made the subject of an amendment to these Terms of Use. Either Party's failure to object to any term or condition contained in any purchase order, invoice or other communication between the Parties shall not be deemed a waiver of the provisions hereof.

9.6 User may stop using the services of TAUS at any time. Termination of the use of the services under these Terms of Use does not affect Parties’ rights to use Data that Parties legitimately obtained prior to the termination. Parties’ obligations and restrictions as set out in these Terms of Use as regards the use of said Data after termination will remain in effect.

9.7 Insofar as legally possible, Parties agree to exclude the applicability of articles 6: 227b and 6:227c of the Dutch Civil Code, inter alia, the duty to provide specific information on e-contracting.

10. Non-Assignment

10.1 These Terms of Use cannot be assigned by a Party, without the other Party’s prior written consent, such consent not to be unreasonably withheld.