These Terms of Service , along with the Subscription, constitute a legally binding agreement between the Customer and the Company as the provider and operator of Memsource Platform.
Conflicting terms and conditions of the Customer do not apply even if the Company has not expressly rejected such terms and conditions and/or renders its services without reservation in knowledge of the Customer’s terms and conditions.
Agreement is an agreement between You and Us, constituted by these Terms of Service and the Subscription.
CCPA means California Consumer Privacy Act of 2018 (sections 1798.100 through 1798.199).
Company 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.
Content is any content that the Customer uploads, submits, stores or sends to Memsource Platform.
Customer is an individual or a legal entity accepting these Terms of Service and entering into the Agreement. If the Customer uses Memsource Services on behalf of a company or another legal entity, the Customer attests that the Customer has the authority to legally bind such an entity to the Agreement, including these Terms of Service. If the Customer is a natural person—consumer (within the meaning that the Customer is not a legal entity or a natural person—entrepreneur), the Customer is not allowed to purchase any of Memsource paid subscription plans.
Data Protection Laws means (a) the GDPR; (b) the CCPA; and (c) all other laws concerning the processing of data relating to living persons.
Data Subject means each identified or identifiable (whether directly or indirectly) natural person to whom any Personal Data relates.
GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Memsource Platform (or Memsource Services) is a subscription-based service through which the Company provides the translation server software, including Memsource, Memsource Editor, Memsource Mobile App, and related documentation.
Memsource Translate is a subscription-based service provided by the Company through which the Customer may integrate and customize machine translation engines.
Output is any content that the Customer downloads, receives, or copies from Memsource Platform.
Personal Data means any information relating to an identified or identifiable living individual included in the Customer's Content.
Personal Data Breach means any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.
Subscription is a subscription ordered via Memsource Platform, such as a monthly subscription, including any particular parameter of this subscription.
User is an individual who is the Customer's employee or the Customer's contractor and who is authorized by the Customer to use the Memsource Services and who has either ordered the Memsource Services on the Customer's behalf or to whom the Customer (or the Company at the Customer's request) has supplied a user identification and password.
In order to use Memsource Platform, the Customer must register via the Memsource sign-up page. When registering, the Customer must use a real name. The Customer must not use a false identity, impersonate others, or otherwise misrepresent their identity.
The Agreement is entered into once the Customer accepts these Terms of Service and the Customer initiates the Memsource Subscription.
The Customer acknowledges that these Terms of Service are binding for the Customer's use of Memsource Platform. By using Memsource Platform, the Customer expresses a full understanding and agreement to these Terms of Service.
The Customer acknowledges that the Company reserves the right to amend these Terms of Service from time to time but such amendments will not apply retroactively. The Company will notify the Customer 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 the Customer does not agree to the proposed amendment of these Terms of Service, the Customer has 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 the Company.
If the Customer does not cancel the Agreement in accordance with the previous paragraph, the amended Terms of Service will become a part of the Agreement and the Customer will be bound by these Terms of Service as of the effective date of the proposed amendment.
Upon the Customer's payment of a subscription fee to the Company or when using a free version of the Memsource Services, the Company grants the Customer a personal, non-exclusive, time-limited, non-transferable and revocable license to use Memsource Platform, for as long as the Customer complies with these Terms of Service. All rights not expressly granted in these Terms of Service are reserved.
All copyright and/or know-how and/or any other intellectual property rights in relation to any Memsource Services shall become and remain the sole and exclusive property of the Company and the Customer shall have no claim to it.
All copyright and/or know-how and/or any other intellectual property rights in relation to the Customer's Content shall not be affected by use of the Memsource Platform. Any right to use the Content shall be transferred to the Company only where necessary for the Company to be able to provide its services agreed under the Agreement, as described below in these Terms of Service.
The term of the Agreement is determined by the Customer's Subscription plan. The Agreement can be terminated at any time prior to the end of the agreed term of the Customer's Subscription and becomes effective at the end of the then-current Subscription term. Otherwise, the term of the Agreement shall be extended by an additional period corresponding to the agreed term of the Customer's Subscription. The term of the Agreement will not be extended if it was terminated by one of the parties. Notice of termination may be given electronically via Memsource Platform application user interface. Alternatively, the Customer can also contact the Company via email firstname.lastname@example.org.
Any automatic renewal of the Agreement applies to the Customer only if the Customer's Subscription is based on a per-User pricing, such as the Team Start, Team, and Ultimate subscription plans.
The Customer acknowledges that it is fully responsible for a timely payment of all subscription fees for the Company in line with the Customer's Subscription plan. If the Customer fails to pay any subscription fee or any other amount payable to the Company on its due date, the Company has the right to terminate the Customer's account and the Agreement with immediate effect.
It is the Customer's responsibility to comply with any obligation to pay any taxes and charges, arising from the Customer's Subscription to Memsource Services, in addition to the subscription fee, should the Customer be or become subject to such obligations in their home country. If the Customer is a legal entity established in the Russian Federation, the Customer is solely responsible for the withholding and payment of VAT to the state budget.
If the Customer decides to terminate the Agreement prior to the end of the agreed term of the Customer's Subscription, the Customer is not entitled to claim any part of the subscription fee which is due or has already been paid.
If the Customer's Subscription is based on a per-User pricing, such as the Team Start, Team, and Ultimate subscription plans, the Company reserves the right to adjust the pricing of the Subscription or any additional services to the Company's own higher costs once per calendar year, at the beginning of the renewal period, by up to 20 percent. The Company will notify the Customer of the proposed price adjustment at least 2 months prior to the effective date of the proposed change. The change shall be deemed to have been accepted if the Customer does not object by a written notice sent to email email@example.com within 3 weeks of receiving notice of the change. If the Customer objects to the change, the Company shall have an extraordinary right to terminate the Agreement. Such termination shall be effective as of the date from which the change is to apply.
The Customer is fully responsible for the use of Memsource Platform, including responsibility for compliance with all laws and regulations that are applicable to the Customer or the Content the Customer uses in connection with Memsource Platform. In particular, the Customer is responsible for ensuring that any Personal Data is allowed to be transferred to Memsource in compliance with applicable Data Protection Laws and that the Content uploaded to Memsource Platform does not violate prevailing laws or infringes third-party rights.
It is the Customer’s sole responsibility to maintain a data connection that allows the use of Memsource Platform.
The Customer may not use Memsource Platform in any unlawful manner or in any other manner that could damage, disable, or interfere with or reverse engineer Memsource Platform. The Company may, at its sole discretion, adopt rules for permitted and appropriate use of Memsource Platform 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 Company's website. The Customer acknowledges that the Company may implement additional technical limits on the use of the Memsource Platform to prevent any disruption of Memsource Services. These limits are available on the Memsource website.
The Company reserves the right to suspend or terminate provision of Memsource Services immediately to any User whose activity disrupts or causes harm to the Company's infrastructure, or violates these Terms of Service, including the obligation to pay a subscription fee in line with the Customer’s Subscription plan. The Company also reserves the right to suspend or terminate provision of Memsource Services immediately to any User who is not the Customer's employee or the Customer's contractor.
This Fair Use Policy applies to the Customer only if the Customer's Subscription is based on a per-User pricing, such as the Team Start, Team, and Ultimate subscription plans. The Company typically does not limit the number of words that the Customer uploads to Memsource Platform in these subscription plans and expects that the Customer's use will be fair. For the purpose of these Terms of Service, the Customer's use of Memsource Platform is fair if it does not exceed the fair use allowance.
The fair use allowance is a word volume calculated in the following way: 300 words for each EUR (one euro) of the Customer's base subscription fee for the Memsource Platform. Words are counted as source words in newly created jobs times the number of target languages. Words are counted towards the “word volume” only once—when a job is created. The job can then be analyzed, translated, and otherwise processed any number of times by any number of users without any impact on the word volume.
Should the Customer's word volume exceed the volume defined as fair use in any three-month period by more than 20%, the Company has the right to initiate a re-negotiation of the subscription terms with the Customer. If no agreement is reached between the Customer and the Company within 30 days, the Company may terminate the Customer's account and the Agreement with a 30-day notice period during which the Customer may use their account in line with these Terms of Service and by respecting the fair use policy.
Example: If the Customer's monthly base subscription fee is EUR 500, then the Customer's monthly fair use allowance is 150,000 words monthly. If the Customer exceeds such volume in any given 3-month period by 20%, i.e. would reach 540,000 source words or more in newly created jobs, then the Company may notify the Customer and initiate re-negotiation of the Customer's subscription terms.
Access to Memsource Services via the API is subject to usage limits. The number of permitted calls per logged in user is 6,000 per minute and 2,000 per minute for the users who are not logged in. Should the Customer's number of calls exceed these usage limits more than once in any given day, the Company has the right to interrupt the Customer's access to Memsource Platform and initiate re-negotiation of the Customer's subscription terms. If no agreement is reached between the Customer and the Company within 30 days, The Company may terminate the Customer's account and the Agreement with a 30-day notice period during which the Customer may use their account in line with these Terms of Service and usage limits contained herein.
Unless otherwise specified, Memsource Platform 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 ongoing use of the Memsource Services.
The Customer shall not sublicense or allow third parties individual user access to Memsource Services, with the exception of the Customer's employees and contractors who are using Memsource Platform on behalf of the Customer.
The Customer shall keep its access data to Memsource Platform secret and shall not disclose it to unauthorized third parties. If the Customer has reason to believe that an unauthorized person has gained knowledge of their access data, the Customer has to change their access data immediately.
The Company shall provide its services to the Customer within the scope of and in material accordance with the Customer's Subscription. Otherwise, Memsource Platform and the related documentation are provided by the Company “as is” on a commercially reasonable basis and without warranties of any kind either expressed or implied, unless such warranties are guaranteed under applicable law and cannot be limited by contract.
Although the Company strives to provide quality services to the Customer and will use reasonable efforts to provide the functionality of Memsource Platform, the Company does not provide any warranty that Memsource Platform will be error-free, uninterrupted or available at any time. The Company therefore assumes no liability for temporary non-operability or impaired accessibility of Memsource Platform due to, but without limitation to, technical difficulties, dependence on the services of third parties and other reasons out of the Company's control.
The Company does not provide any warranty that the Output (incl. translation memory, pre-translated, machine translated or otherwise translated documents) will be error-free and correct. The Customer is solely responsible for the final correction of the Output and its use.
The Company 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 the Company has been advised of the possibility of such damage) arising out of or in connection with the Customer's use of Memsource Platform, which has not been caused willfully or by gross negligence, unless such limitation of liability is restricted by the applicable law where limitation of liability is applied to the maximum extent permitted. Liability for bodily harm remains unaffected.
Although the Company periodically backs up data in the Memsource Platform, the Customer is solely responsible for creating backup copies of any of the Content.
Keeping the Customer's Content private, confidential, and secure is an utmost priority for the Company. The Customer's Content submitted to Memsource Platform will remain a sole property of the Customer, including the translations of the Content. The Company will not use the Customer's Content for any purpose other than to inform the Customer of and provide the Customer with Memsource Services and to enhance Company's services and product offerings.
The Content will be stored in the data center with respect to the purchased Subscription. For more information visit the Data Center page.
Based on the fact that the Company processes Personal Data in the course of providing Memsource Services, for the purpose of Data Protection Laws, the Customer is the controller of the Personal Data and the Company is the processor.
Personal Data processing by the Company shall be governed by this Agreement and by any law of the European Union or any member state of the European Union, which is binding on the Company with regard to the Customer.
The Company shall:
Only process Personal Data in accordance with the Customer's documented instructions (including to the extent necessary to provide Memsource Platform and to comply with the Company's obligations under this Agreement).
Ensure that any natural person acting under the Company's authority who has access to Personal Data must only process them in accordance with the Customer's instructions, unless required to do so by applicable law.
Inform the Customer if it is required by applicable law to process Personal Data other than in accordance with the Customer's instructions, unless prohibited by law on important grounds of public interest.
Inform the Customer if, in the Company's opinion, any of the Customer's instructions would breach Data Protection Laws.
Assist the Customer with undertaking an assessment of the impact of processing Personal Data in Memsource Platform, and with any consultations with a supervisory authority, if and to the extent an assessment or consultation is required to be carried out under Data Protection Laws.
Personal Data will be processed only for the purpose of providing Memsource Services to the Customer and for the purpose of enhancing Memsource Services and product offerings.
The Company will:
Store and backup Customer's data.
Temporarily use Customer's data to train machine learning models as described below.
Perform trend analysis on the data and publish results of such analyses in an aggregated and anonymous manner.
The Company does not have control over the Personal Data that the Customer uploads to Memsource Platform, which means that various categories of Personal Data relating to various categories of Data Subjects may be processed in Memsource Platform, depending on the Customer's decision.
The Company will process Personal Data for a maximum period of one year from when they were first uploaded to Memsource Platform, unless the Customer requests an extended storage period.
The Company may use the data that the Customer uploads to the Memsource Platform to train the Company's machine learning (ML) models in order to enhance Memsource Services. The ML models transform the data into anonymous patterns that are then subject to algorithmic evaluation.
The Company will use 3 different ML models:
Models that do not generate textual output. Whether these are generic models available to all customers or customized models available only to a single customer, the Company will train such models on data extracted and aggregated from all customers. The Company will not share this training data with any third parties, any ML models training will be performed in the environment of Memsource Platform.
Models that generate text (including machine translation) that are generic and available to all customers. The Company will not use any Customer data to train these models.
Models that generate text (including machine translation) that are customized or adapted to a specific Customer. The Company will train these models on the data of this specific Customer with an explicit consent or request and these models are available to only this Customer. The Company may use services of third parties to train these models, in which case the Company will share the training data with this third party. In such a case, the third party is only allowed to use the training data to train the model for the specific Customer and is not allowed to use the data for anything else.
Once the data is changed or deleted from the Content, the data is deleted within no more than 90 days also from the ML training and only the ML models remain. For more information visit the Artificial Intelligence and Machine Learning FAQ.
The Company shall implement appropriate technical and organizational measures for the fulfillment of the Customer's obligation to respond to requests by Data Subjects to exercise their rights of access, rectification or erasure, to restrict or object to the processing of Personal Data, or to data portability.
The Company shall:
Take into account the state of the art, the costs of implementation, and the nature, scope, context, and purpose of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the risk of unauthorized or unlawful processing of Personal Data, and of accidental or unlawful loss, alteration, unauthorized disclosure or destruction of, or damage to, Personal Data. The Security clause below includes further information about the specific technical and organizational measures adopted by the Company.
Provide the Customer with all co-operation and assistance reasonably requested by the Customer to enable the Customer to notify the Personal Data Breach relating to the Personal Data on Memsource Platform to the relevant supervisory authority and relevant Data Subject(s) (as applicable).
The Company shall:
Use only sub-processors which provide sufficient guarantees to implement measures that will ensure that the processing it carries out will meet the requirements of the GDPR and protect the rights of the Data Subjects.
Publish the list of sub-processors currently engaged by the Company. The list is available here and by accepting these Terms of Service and entering into the Agreement, the Customer agrees that the Company may transfer Personal Data to these sub-processors. The Company may engage additional sub-processors, however, before doing so, the Company will notify the Customer of this fact. If the Customer disagrees with the Company engaging another sub-processor, the Customer may terminate this Agreement in line with these Terms of Service. Otherwise, it will be understood that the Customer agrees with the Company engaging this new sub-processor.
Before disclosing Personal Data to any sub-processor, enter into a contract with that sub-processor under which the processor agrees to comply with obligations equivalent to those set out in this clause (Content and Related Data Processing Operations);
Remain fully liable to the Customer for any failure of any sub-processor to fulfill its obligations under its contract with the Company.
Before disclosing Personal Data to any of its employees and representatives, and the employees and representatives of each of its sub-processors, in each case who have access to the Personal Data, ensure that those persons are bound to hold the information in confidence to at least the same standard as required under this Agreement (whether under a written agreement or otherwise).
Memsource Platform allows the Customer to access certain Personal Data of the Users. This may include information provided to the Company by the Users, such as their first name, last name and email address, and also information collected by the Company through the use of Memsource Platform by the Users, such as translation time tracking. If the Customer accesses and processes this Personal Data, the Customer will be regarded as a controller of such Personal Data. If the Customer decides to process this Personal Data, the Customer hereby undertakes that the Customer will do so in line with all applicable legal requirements, in particular, that the Customer will secure an appropriate legal basis for such processing (including for transfer of this Personal Data to the Customer) and that the Customer will notify the Users of such processing of their Personal Data if required.
The Company shall not transfer Personal Data to, or process Personal Data in any country outside the European Economic Area, which does not provide adequate protection of Personal Data, without the Customer's prior consent.
The Company shall, upon Customer's reasonable written request, provide all information necessary to demonstrate the Company's compliance with this clause (Content and Related Data Processing Operations), and allow the Customer or an auditor appointed by the Customer to carry out audits, including inspections of facilities, equipment, documents, and electronic data, relating to the processing of Personal Data by the Company or any sub-processor, to verify compliance with this clause (Content and Related Data Processing Operations).
The Company shall, unless expressly stated otherwise in this Agreement, upon termination of this Agreement, at the Customer's option, return the Personal Data to the Customer or to a processor nominated by the Customer or delete the Personal Data and all copies and extracts of the Personal Data unless the Company is required to retain a copy in accordance with any law of the European Union or any member state of the European Union. The Company will store Customer's Personal Data for a maximum period of one year from when they were first uploaded to Memsource Platform unless the Customer requests an extended storage period.
The Company will process Customer's personal data in line with the information provided in this Privacy Notice. The Customer hereby undertakes to provide the Users with this Privacy Notice informing them about the processing of their personal data.
The Privacy Notice reflects the requirements of both the GDPR and the CCPA.
Memsource a.s. is ISO-certified, and the Memsource Platform has been audited by independent security consultants. Please refer to the Memsource Security Statement available on the Company's help center for more information on security.
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.
The Company has a right to refer to the Customer on its website as a client of the Company, unless the Customer expressly revokes such right in writing.
Any notices and communication between the Customer and the Company must be sent electronically via Memsource Platform application user interface. Alternatively, the Customer can also use the “contact us” form on https://www.memsource.com/contact-us/.
Effective as of: 31 July 2022