Effective as of 12 May 2019
Thank You for Your interest in Memsource. Please read carefully through these Terms of Service, which, along with the Subscription, constitute a legally binding agreement between You and Us, before using Memsource software.
Agreement is an agreement between You and Us, constituted by these Terms of Service and the Subscription.
Data Protection Laws means (a) the GDPR; and (b) 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 is a subscription-based service through which We provide Our translation server software, including Memsource, Memsource Editor, Memsource Mobile App, and related documentation.
We (Us, Our, or 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 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.
Personal Data means any information relating to an identified or identifiable living individual included in Your 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, such as a monthly subscription, including any particular parameter of this subscription.
Output is any content that You download, receive, or copy from Memsource.
User is an individual who is Your employee or Your contractor and who is authorized by You to use the Memsource service and who has either ordered the Memsource service on Your behalf or to whom You (or We at Your request) have supplied a user identification and password.
In order to use Memsource, You must register via the Memsource 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 Your Memsource Subscription.
You acknowledge that these Terms of Service are binding for Your use of Memsource. By using Memsource, 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 shall become and remain Our sole and exclusive property and You shall have no claim to it.
You acknowledge that We reserve the right to amend these Terms of Service from time to time but such amendments will not apply retroactively. We 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 Us.
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 you will be bound by these Terms of Service as of the effective date of the proposed amendment.
Memsource Subscription Fee
Upon Your payment of a subscription fee to Us or when using a free version of Memsource, We grant You and Your Affiliates a personal, non-exclusive, time-limited, non-transferable and revocable license to use Memsource, 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 in line with Your subscription plan. If You fail to pay any subscription fee or any other amount payable to Us on its due date, We 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 Japan (and You are not a legal entity or a natural person—entrepreneur), You are not allowed to purchase any of Our paid subscription plans.
You acknowledge that You are fully responsible for Your use of Memsource, including responsibility for compliance with all laws and regulations that are applicable to You or the content You use in connection with Memsource. You may not use Memsource in any unlawful manner or in any other manner that could damage, disable, or interfere with or reverse engineer Memsource. We may, at Our sole discretion, adopt rules for permitted and appropriate use of Memsource 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 Our website. We reserve the right to suspend or terminate provision of Our services immediately to any User whose activity disrupts or causes harm to Memsource infrastructure, or violates these Terms of Service, including the obligation to pay a subscription fee in line with the User’s subscription plan. We also reserve the right to suspend or terminate provision of Our services immediately to any User who is not Your employee or Your contractor.
Fair Use Policy
This Fair Use Policy applies to You only if Your subscription is based on a per-User pricing, such as the Team Start, Team, and Ultimate subscription plans. We typically do not limit the number of words that You upload to Memsource in these subscription plans and expect that Your use will be fair. For the purpose of these Terms of Service, Your use of Memsource is fair if it does not exceed the fair use allowance. The fair use allowance is a word volume calculated in the following way: 100 words for each EUR (one euro) of Your subscription fee. 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 Your word volume exceed the volume defined as fair use in any three-month period by more than 20%, We have the right to initiate a re-negotiation of the subscription terms with You. If no agreement is reached between You and Us within 30 days, We may terminate Your account and the Agreement with a 30-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 50,000 words monthly. If You exceed such volume in any given 3-month period by 20%, i.e. would reach 180,000 source words or more in newly created jobs, then We may notify You and initiate re-negotiation of Your subscription terms.
Memsource services are subject to usage limits. Unless otherwise specified, Memsource 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 service.
You shall not sublicense or allow third parties individual user access to Memsource service, with the exception of Your employees and contractors who are using Memsource on Your behalf.
Memsource and the related documentation are provided by Us “as is” on a commercially reasonable basis and without warranties of any kind either expressed or implied.
Although We strive to provide quality services to You and will use reasonable efforts to provide the functionality of Memsource, We do not provide any warranty that Memsource will be error-free and uninterrupted.
We do not provide any warranty that Memsource 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 Output and its use. We are 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 We have been advised of the possibility of such damages) arising out of or in connection with Your use of Memsource, which has not been caused wilfully or by gross negligence.
You acknowledge that We do not warrant that the use of Memsource will be error-free and uninterrupted. We therefore assume no liability for temporary non-operability or impaired accessibility of Memsource due to, but without limitation to, technical difficulties, dependence on the services of third parties and other reasons out of the scope of Our control.
Although We periodically back up data in Memsource, You are solely responsible for creating backup copies of any of Your Content that You submit to Memsource.
Your Content and Related Data Processing Operations
Confidentiality of Your Content
Keeping Your Content private, confidential, and secure is Our utmost priority. Your Content submitted to Memsource will remain Your sole property, including the translations of Your Content. We will not use Your Content for any purpose other than to inform You of and provide You with Memsource services and to enhance Our services and product offerings.
General Terms Concerning Processing of Personal Data in Your Content
Based on the fact that We process Personal Data in the course of providing Memsource, for the purpose of Data Protection Laws, You are the controller of the Personal Data and We are the processor.
Personal Data processing by Us 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 Us with regard to You.
- only process Personal Data in accordance with Your documented instructions (including to the extent necessary to provide Memsource and to comply with Our obligations under this Agreement);
- ensure that any natural person acting under Our authority who has access to Personal Data must only process them in accordance with Your instructions, unless required to do so by applicable law;
- inform You if it is required by applicable law to process Personal Data other than in accordance with Your instructions, unless prohibited by law on important grounds of public interest;
- inform You if, in Our opinion, any of Your instructions would breach Data Protection Laws; and
- assist You with undertaking an assessment of the impact of processing Personal Data in Memsource, 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.
Details of Processing Activities
Personal Data will be processed only for the purpose of providing Memsource to you and for the purpose of enhancing Our services and product offerings. We will:
- store and backup Your data;
- use Your data to train machine learning models;
- perform trend analysis
We do not have control over the Personal Data that you upload to Memsource, which means that various categories of Personal Data relating to various categories of Data Subjects may be processed in Memsource, depending on Your decision.
We will process Personal Data for a maximum period of one year from when they were first uploaded to Memsource, unless You request an extended storage period.
Data Subject Rights
We shall implement appropriate technical and organizational measures for the fulfillment of Your obligation to respond to requests by Data Subjects to exercise their rights of access, rectification or erasure, to restrict or object to processing of Personal Data, or to data portability.
- 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 Us; and
- provide You with all co-operation and assistance reasonably requested by You to enable You to notify the Personal Data Breach relating to the Personal Data on Memsource to the relevant supervisory authority and relevant Data Subject(s) (as applicable).
Sharing of Personal Data
- 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 Us. The list is available here and by accepting these Terms of Service and entering into the Agreement, you agree that We may transfer Personal Data to these sub-processors. We may engage additional sub-processors, however, before doing so, We will notify you of this fact. If you disagree with Us engaging another sub-processor, you may terminate this Agreement in line with these Terms of Service. Otherwise, it will be understood that you agree with Us 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 (Your Content and Related Data Processing Operations);
- remain fully liable to You for any failure of any sub-processor to fulfill its obligations under its contract with Us; and
- 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).
Transfers of Personal Data
We shall not transfer Personal Data to, or process Personal Data in, any country outside the European Economic Area, which does not provide an adequate protection of Personal Data, without Your prior consent.
We shall, upon Your reasonable written request, provide all information necessary to demonstrate Our compliance with this clause (Your Content and Related Data Processing Operations), and allow You or an auditor appointed by You to carry out audits, including inspections of facilities, equipment, documents, and electronic data, relating to the processing of Personal Data by Us or any sub-processor, to verify compliance with this clause (Your Content and Related Data Processing Operations).
We shall, unless expressly stated otherwise in this Agreement, upon termination of this Agreement, at Your option, return the Personal Data to You or to a processor nominated by You or delete the Personal Data and all copies and extracts of the Personal Data unless We are required to retain a copy in accordance with any law of the European Union or any member state of the European Union. We will store Your Personal Data for a maximum period of one year from when they were first uploaded to Memsource unless You request an extended storage period.
We will process Your personal data, either as Our client (if You are an individual) or as a contact person of Our client (if Our client is a legal entity) in line with information provided in this privacy notice.
Furthermore, We will also process certain personal data of Users. You hereby undertake to provide Your Users with this privacy notice informing them about the processing of their personal data.
Memsource a.s. is ISO-certified, and the Memsource application has been audited by independent security consultants. Please refer to the Memsource Security Statement available on Our help center for more information on security.
Notices and Communication
Any notices and communication between You and Us must be sent electronically via Our application user interface or email, where Your email address is that registered in Your profile on Memsource and Our 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: 12 May 2019