Terms of Service

1. General Translation Platform

1.1. Ordering and Services

You may execute one or more ordering documents or online forms or otherwise make a purchase with us that references or is made under these Terms and that specify the specific Services ordered by you (each, an “Order”). Subject to the terms and conditions of these Terms and the applicable Order, we will (a) provide to you our software-as-a-service AI-powered APIs and dashboard for localization (the “GT Platform”), and (b) any other services specified in these Terms (collectively, (a) and (b) the “Services”).

1.2. Users

Only your employees or contractors acting in such capacity (“Users”), using the mechanisms designated by us (“Login Credentials”), may access and use the GT Platform. Each User must keep its Login Credentials confidential and not share them with anyone else. You are responsible for your Users’ compliance with these Terms and all actions taken through your Login Credentials.

1.4. Restrictions

You will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the GT Technology to a third party (other than Users as permitted herein); (b) use the GT Technology on behalf of, or to provide any product or service to, third parties; (c) access or use the GT Technology to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public application programming interfaces to the GT Technology, except to the extent expressly permitted by Laws; (e) modify or create derivative works of the GT Technology or copy any element of the GT Technology; (f) remove or obscure any proprietary notices in the GT Technology.

2. Third-Party Platforms

The GT Technology may support integration with third-party platforms or services not provided by us (“Third-Party Platforms”), including Third-Party Platforms which the GT Platform accesses at your direction using your credentials. Access to and use of Third-Party Platforms is subject to your agreement with the relevant provider and not these Terms. We do not control and have no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the GT Technology or how the Third-Party Platforms or their providers collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) Your Data.

3. Data

3.1. Use of Your Data

You hereby grant us a non-exclusive, worldwide, sublicensable right to use, copy, store, transmit, transfer, modify, create derivative works from and otherwise Process data, materials, and information that you (including your Users) input into or otherwise provide or make available to us through the GT Technology or otherwise in connection with the Services (collectively, “Your Data”) to: (a) provide Services to you; and (b) Process and generate artificial intelligence outputs through the GT Platform (“Outputs”).

3.2. Ownership of Outputs

To the extent that the generation of Outputs by the GT Platform results in the generation of new intellectual property rights, we hereby assign to you title to such intellectual property rights.

3.4. Reservation of Rights

Neither Party grants the other any rights or licenses not expressly set out in these Terms. Without limiting the foregoing, except for the limited licenses granted in these Terms, (a) you retain all of your rights in and to the Your Data and (b) we and our licensors retain all of their rights in and to the GT Technology, GT Open Source, GT Source Available, and Usage Data.

4. Customer Obligations

You will provide and maintain the hardware, software, and other technology and infrastructure that you use to access and use the GT Technology, including Customer Systems and the security and protection of such Customer Systems. You are responsible for Your Data, including its content and accuracy, and will comply with Laws when accessing and using the GT Technology.

5. Suspension of Service

We may immediately suspend your access to any or all of the GT Technology if: (a) you breach Section 1.4 (Restrictions) or Section 4 (Customer Obligations); (b) any payments required under these Terms are overdue by 30 days or more; (c) changes to Laws or new Laws require that we suspend the GT Technology (or any part thereof); or (d) your actions risk harm to any of our other customers or the security, availability, or integrity of the GT Technology. If the issue that led to the suspension is resolved, we will restore your access to the GT Technology.

6. Privacy Policy

Please read our Privacy Policy at generaltranslation.com/legal/privacy-policy, which explains how we collect and use data that constitutes “personal data,” “personal information,” “personally identifiable information,” under applicable privacy and data protection law (“Personal Data”).

7. Data Processing Agreement

Our Privacy Policy does not apply to our Processing of Your Data that constitutes Personal Data in our role as a “processor” or “service provider” to you under privacy and data protection law in the provision of the Services (“Customer Personal Data”). We will Process Customer Personal Data in accordance with the Data Processing Agreement posted at generaltranslation.com/legal/data-processing which is incorporated by reference.

8. Security

We have implemented and will maintain an information security program as described at the Trust Center at trust.generaltranslation.com that includes reasonable and appropriate security measures designed to protect Your Data from unauthorized access, destruction, use, modification or disclosure (“Security Measures”). We will also conduct third-party audits of our Security Measures against established industry standards.

9. Fees and Taxes

9.1. Fees

You will pay the fees selected in each Order (“Fees"). All Fees will be paid in U.S. dollars unless otherwise provided in an Order. Fees are invoiced as described in the Order. Orders may specify certain usage limitations and pricing tiers. Any usage or provision of Services in excess of the amounts or tiers specified in any Order will be charged at our then-current rates.

9.2. Payment and Taxes

Except as may be set forth in the applicable subscription plan, you will pay us (a) all Fees in advance of each billing cycle (monthly or annual, as selected by you at sign-up), and (b) all other Fees not due upfront, monthly within 30 days after the end of the month in which the Fees were accrued. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Laws, whichever is less.

10. Warranties and Disclaimers

10.1. Mutual Warranties

Each Party represents, warrants, and covenants to the other Party that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation; (b) the execution and delivery of these Terms by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party; (c) these Terms constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms.

10.3. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 10.1 AND 10.2(a), THE GT TECHNOLOGY, ANY OUTPUT GENERATED FROM THE GT TECHNOLOGY AND ALL OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.

11. Term and Termination

11.1. Term and Order Term

The term of these Terms starts on the Effective Date and continues until termination in accordance with its terms (“Term”). Unless earlier terminated in accordance with these Terms or the applicable Order, each Order (a) will continue for the initial term specified in such Order (“Initial Order Term”) and (b) will automatically renew for successive terms equal in length to the Initial Order Term (each a “Order Renewal Term”), unless either Party provides written notice of non-renewal to the other Party at least 30 days prior to the end of the Initial Order Term or next Order Renewal Term.

11.4. Survival

These Sections survive expiration or termination of these Terms: 1.4; 1.5; 3; 9; 11.3; 11.4; and 12 through 16. Except where an exclusive remedy is provided in these Terms, exercising a remedy under these Terms, including termination, does not limit other remedies a Party may have.

12. Limitations of Liability

12.1. Consequential Damages Waiver

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

12.2. Liability Cap

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY YOU TO US PURSUANT TO THESE TERMS DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THESE TERMS.

13. Indemnification

13.1. Indemnification by General Translation

We will either defend you from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against you alleging that the GT Technology, when used by you in accordance with these Terms, infringes or misappropriates a third party’s patent, copyright, trademark, or trade secret, and we will indemnify and hold you harmless against any expenses, liabilities, damages and costs of any kind (including attorneys’ fees) resulting from any such Claim.

13.6. Exclusive Remedy

THIS SECTION 13 SETS OUT YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES AND THESE TERMS.

14. Confidentiality

14.1. Definition

“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under these Terms that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Our Confidential Information includes the terms and conditions of these Terms and the GT Technology.

14.3. Exclusions

These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the Recipient or its Representatives; (b) it rightfully knew or possessed prior to receipt under these Terms; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.

15. Publicity

Nothing in these Terms grants either Party the right to use the name, brand, or logo of the other Party, and neither Party may publicly announce that the Parties have entered into these Terms, except with the other Party’s prior consent or as required by Laws. However, we may use your (or your parent company’s) name, brand, or logo for the purpose of identifying you as a licensee or customer on our website or in other promotional materials. We will cease further use at your written request.

16. General Terms

16.2. Governing Law, Jurisdiction and Venue

These Terms is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to these Terms will be the state and United States federal courts having jurisdiction over San Francisco, California, and both Parties submit to the personal jurisdiction of those courts.

16.4. Entire Agreement

These Terms (which include all Orders) are the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In these Terms, headings are for convenience only and “including” and similar terms are to be construed without limitation.

16.9. Independent Contractors

The Parties are independent contractors, not agents, partners, or joint venturers.