Thank You for Your interest in Memsource Cloud. Please read carefully through these Terms of Service, which, along with Subscription, constitute a legally binding agreement between You and Memsource, before using Memsource software.
Agreement is an agreement between You and Memsource, constituted by these Terms of Service and the Subscription.
Memsource Cloud is a subscription-based service through which Memsource provides its translation server software, including Memsource Editor, Memsource Web Editor and related documentation.
Memsource is Memsource a.s., a joint stock company incorporated under the laws of the Czech Republic, with its registered office at Spalena 51, Prague 1, Identification Number: 247 07 139, registered in the Commercial Register under file number B 20324, maintained by the Municipal Court in Prague, Czech Republic.
You are an individual or a legal entity for which (and/or, if relevant, for affiliates of which) you are accepting these Terms of Service and entering into the Agreement. If You use Memsource Cloud on behalf of a company or another legal entity, You attest that You have the authority to legally bind such an entity to the Agreement, including these Terms of Service.
Your Content is any content that You upload, submit, store or send to Memsource Cloud.
Subscription is subscription ordered via Memsource Cloud, such as monthly subscription, including any parameter of this subscription.
Output is any content that You download, receive or copy from Memsource Cloud.
User is an individual who is authorized by You to use the Memsource Cloud service for You, who has ordered the Memsource Cloud service for You and to whom You (or Memsource at Your request) have supplied a user identification and password.
In order to use Memsource Cloud, You must register via the Memsource Cloud sign-up page. When registering, You must use your real name. You must not use a false identity, impersonate others or otherwise misrepresent your identity.
Entering into the Agreement and Your Acknowledgement
The Agreement is entered into once You accept these Terms of Service and You initiate Subscription of Memsource Cloud.
You acknowledge that these Terms of Service are binding for Your use of Memsource Cloud. By using Memsource Cloud You express Your full understanding and agreement to these Terms of Service. All copyright and/or know-how and/or any other intellectual property rights in relation to Memsource Cloud shall become and remain the sole and exclusive property of Memsource and You shall have no claim to it.
You acknowledge that Memsource reserves the right to amend these Terms of Service from time to time, but such amendments will not apply retroactively. Memsource will notify You of the proposed wording of the amended Terms of Service (or only those of its Clauses which are subject to amendment) at least 1 month prior to the effective date of the proposed amendment. If You do not agree to the proposed amendment of these Terms of Service, You have the right to terminate the Agreement as of the day immediately preceding the effective date of the proposed amendment by sending a cancellation notice to Memsource. If You do not cancel the Agreement in accordance with the previous paragraph, the amended Terms of Service will become a part of the Agreement and will be binding You as of the effective date of the proposed amendment.
Memsource Cloud Subscription Fee
Upon Your payment of a subscription fee to Memsource or when using a free version of Memsource Cloud, Memsource grants You a personal, non-exclusive, time limited, non-transferable and revocable license to use Memsource Cloud, for as long as You comply with these Terms of Service. All rights not expressly granted in these Terms of Service are reserved.
You acknowledge that You are fully responsible for a timely payment of all subscription fees for Memsource Cloud in line with Your subscription plan. If You fail to pay any subscription fee or any other amount payable to Memsource on its due date, Memsource will have the right to terminate Your account and the Agreement with immediate effect.
It is Your responsibility to comply with any obligations to pay any taxes and charges, arising from Your subscription to Memsource, in addition to the subscription fee, should You become subject to such obligations in Your home country.
If You are a natural person residing in the Russian Federation or Japan (and You are not a legal entity or a natural person - entrepreneur), You are not allowed to purchase any of Memsource's paid subscription plans.
You acknowledge that You are fully responsible for Your use of Memsource Cloud, including responsibility for compliance with all laws and regulations that are applicable to You or the content You use regarding Memsource Cloud. You may not use Memsource Cloud in any unlawful manner or in any other manner that could damage, disable, or interfere with or reverse engineer Memsource Cloud. Memsource may, at its sole discretion, adopt rules for permitted and appropriate use of Memsource Cloud and may update them from time to time. These rules shall form an inseparable part of these Terms of Service and shall be available on the Memsource website. Memsource reserves the right to suspend or terminate provision of its services immediately to any User, whose activity disrupts or causes harm to the Memsource Cloud infrastructure, or violates these Terms of Service, including the obligation to pay a subscription fee in line with the User’s subscription plan.
Fair Use Policy
Memsource does not limit Your use of Memsource Cloud in most of its subscription plans and expects that Your use will be fair. For the purpose of these Terms of Service, Your use of Memsource Cloud is fair if it does not exceed the fair use allowance. The fair use allowance is a word count volume calculated in the following way: 1,000 source words in newly created jobs for each EUR (one euro) of Your subscription fee.
Should Your word volume exceed the volume defined as fair use in any three-month period by more than 20%, Memsource has the right to initiate a re-negotiation of the subscription terms with You. If no agreement is reached between You and Memsource within 30 days, Memsource may terminate Your account and the Agreement with a 60-day notice period during which You may use Your account in line with these Terms of Service and respecting the fair use policy.
Example: If Your monthly subscription fee is EUR 500, then your monthly fair use allowance is 500,000 (five hundred thousand) source words in newly created jobs per month. If You exceed such volume in any given 3-month period by 20%, i.e. would enter 1,800,000 source words in newly created jobs or more, then Memsource may notify You and initiate re-negotiation of subscription terms.
Memsource Cloud services are subject to usage limits. Unless otherwise specified, Memsource Cloud may not be accessed by more than the number of purchased Users; a User’s password may not be shared with any other individual; and User identification may be reassigned to a new individual only if it replaces another User who no longer requires on-going use of the Memsource Cloud service.
Memsource Cloud and the related documentation are provided by Memsource “as is” on a commercially reasonable basis and without warranties of any kind either expressed or implied.
Although Memsource strives to provide quality services to You and will use its reasonable efforts to provide functionality of Memsource Cloud, Memsource does not provide any warranty that Memsource Cloud will be error-free and uninterrupted.
Memsource does not provide any warranty that Memsource Cloud Output (incl. translation memory pre-translated, machine translated or otherwise translated documents) will be error-free and correct. You are solely responsible for the final correction of Memsource Cloud Output and its use. Memsource is not liable for any damage, whether direct, indirect, incidental, special or consequential, including but not limited to, damage consisting in loss of profits, goodwill, use, data or other intangible losses (even if Memsource has been advised of the possibility of such damages) arising out of or in connection with Your use of Memsource Cloud, which has not been caused wilfully or by gross negligence.
You acknowledge that Memsource does not warrant that the use of Memsource Cloud will be error-free and uninterrupted. Memsource therefore assumes no liability for temporary non-operability or impaired accessibility of Memsource Cloud due to, but without limitation to, technical difficulties, dependence on the services of third parties and other reasons out of the scope of Memsource control.
Although Memsource periodically backs up data in Memsource Cloud, You are solely responsible for creating backup copies of any of Your Content that You submit to Memsource Cloud.
Keeping Your Content private, confidential and secure is the utmost priority for Memsource. Your Content submitted to Memsource Cloud will remain Your sole property, including the translations of Your Content. Memsource will not use Your Content for any purpose other than to inform You of and provide You with Memsource Cloud services and to enhance Memsource's services and product offerings.
Memsource shall process Your data in accordance with Czech Act No. 101/2000 Coll. on the Protection of Personal Data as amended by electronic means after collecting them via registration. Memsource has taken great care in securing a high level of protection of Your personal data from unauthorized disclosure while developing Memsource Cloud. Memsource shall process Your data, which serve the above-mentioned purposes solely, not longer than 5 years from Your valid registration and shall not collect data for any other purposes.
Memsource will not share personally identifiable information with any third party without Your express consent or unless compelled by applicable laws.
You have the right to request information concerning the processing of Your personal data and Memsource will provide You with such information without undue delay.
You shall not be denied the right to access Your personal data, the right to have Your data corrected or the right to ask for an explanation from Memsource, should You have any doubt concerning the way Your data are processed. In such cases of doubt or presumed contradiction with the law or issues about Your protected interests, You may require Memsource to remedy the issue, in particular blocking, correcting, supplementing or liquidating Your personal data.
Apart from resolving Your request with Memsource, You are also entitled to appeal directly to The Czech Office for Personal Data Protection.
You agree that Memsource can send You electronic notifications about important changes and updates concerning Memsource Cloud. You further give Memsource consent to send You commercial communication about products or services of Memsource or third parties. You may opt out from receiving communication from Memsource, following the appropriate opt-out instructions in our communication. However, communication related to fundamental aspects of Memsource Cloud, such as important products, legal, technical and service maintenance information will be sent to all Users.
Notices and Communication
Any notices and communication between You and Memsource must be given electronically via the Memsource application user interface or email, whereas Your email address is that registered in Your profile in Memsource Cloud and the Memsource email address is email@example.com or possibly another email address ending with @memsource.com.
Governing Law and Enforcement
The Agreement, any obligations under it and any non-contractual obligations arising in connection with it are governed by Czech law.
Any disputes, claims or issues arising in connection with the Agreement (including any matters relating to its validity, effect and interpretation) will be submitted for settlement exclusively to (a) the District Court for Prague 1 if the first-instance court having subject-matter jurisdiction is a district court, or (b) the Municipal Court in Prague if the first-instance court having subject-matter jurisdiction is a regional court.
Effective as of: 2 March 2018.