Terms of service SYSTRAN translate Enterprise
1. Purpose of the General Terms and Conditions
SYSTRAN SAS develops and distributes multilingual machine translation solutions made available in a SaaS mode through a platform accessible at https://www.systran.net. It offers its enterprise customers to give access to their internal users to the Platform, allowing them to access the translation solutions, as well as various tools of configuration and administration of the Platform.
The purpose of these General Terms and Conditions is to set out the terms and conditions under which SYSTRAN allows Customer to access the Services, as well as to define the rights and obligations of each in this context. They are in full effect unless amended by SYSTRAN Translate Enterprise Specific Conditions (“Specific Conditions”).
They express the full agreement of the Parties and supersede any prior written or oral agreement, letter, offer or other document having the same subject matter.
They can be accessed and printed at any time via the following direct link: www.systran.net/en/terms-of-service-translate-enterprise/.
The Parties agree that the following terms shall have the meaning set out below for the entirety of these General Terms and Conditions:
“Account” means the personal account opened on the Platform for each User of the Services and allowing him or her to access the Services included in the Subscription.
“Agreement” means together the Order, these General Terms and Conditions and – if any – the Specific Conditions.
“API” means the programming interface made available to customers to enable them to integrate the Platform into their own business tools and/or applications in order to directly access the Services.
“Catalog” means the catalog established by SYSTRAN, listing all Models produced by SYSTRAN and/or Experts, made available to Customer on the Platform.
“Content” means Customer’s textual elements uploaded to the Platform subject to translation as part of the Services.
“Customer” means the entity having subscribed to the Services through an Agreement.
“Documentation” means the technical documentation for the use of the API.
“Duration” means the duration of the Subscription subscribed by Customer as defined in the “Duration” section below.
“Expert” means any person who is an expert in language and translation and who has produced one or more Translation Models listed in the Catalog.
“Final Content” means the translated Content after being submitted for translation as part of the Services provided by SYSTRAN.
“General Terms and Conditions” means this document in all its provisions.
“Linguistic Data” means the data loaded on the Platform by Customer to improve translation quality and/or create Customer-specific models. Linguistic Data can be for example user dictionaries or translation memories.
“Management Console” means the personal space opened by SYSTRAN in the name and on behalf of Customer on the Platform and allowing him to control his use of the Services, and manage his Subscription.
“Model” means a translation model established by SYSTRAN or by an Expert in a language pair, understood from a source language to a target language. The translation model can be generic or specialized. Specialized models focus on a particular area of expertise to meet a specific professional need.
“Number of Characters” means the number of written characters that Customer can translate over a period of one year according to its subscription.
“Parties” means SYSTRAN together or individually with Customer.
“Platform” means the website published by SYSTRAN from which it provides the Services and accessible at www.systran.net.
“Order” means the subscription made by Customer as per the order form signed by Customer and accepted by SYSTRAN.
“Services” means the services to provide a multilingual instant translation tool, to integrate the tool into Customer’s sites via the API, to access a management console and finally to access the Catalog.
“Software Component” means the set of components allowing access to the Services indirectly, other than through the API, and in particular, by way of illustration, browser extensions, web applications, plug-ins, or Office add-ins, whether or not published by SYSTRAN.
“Subcontractor” means the foreign affiliates of SYSTRAN or any affiliates or third-party partners selected by SYSTRAN based on its competencies to which SYSTRAN has expressly chosen to entrust all or part of the performance of the Services.
“Subscription” means the subscription of the Services for the period chosen by Customer at the time of the Order.
“User” means any person expressly authorized by Customer, including the staff of its subsidiaries, if any, to access and use the Services subscribed by the latter.
3. Operator of the Platform and Services
The Platform and the Services are operated by the company SYSTRAN SAS, a simplified joint stock company incorporated under French law, registered in the Paris Trade and Companies Register under number 334 343 994, which registered office is 5 rue Feydeau – 75002 Paris, France. The Company may be contacted at the following contact details:
Telephone: +33 (0)1 44 82 49 00
Email: [email protected]
4. Services Offered by SYSTRAN
SYSTRAN offers all its customers access to the following Services, under the conditions detailed herein.
4.1. Accessing the Services Management Console
SYSTRAN provides Customer with a tool for managing the Services purchased. This tool is accessible on the Platform from the Account of Users. This tool allows to have a global view of all the Services and the number of Users, to manage its Number of Characters, the Models usage, and the authorizations to access the different Services.
4.2. Access to the translation tool
SYSTRAN provides Customer with a multilingual instant translation tool. Users access the Platform at his own choice via direct access to the web interface of the Platform, via API or via software components made available by SYSTRAN on his Platform and/or on partner application stores.
In the event that Customer accesses the Services through the API, SYSTRAN will provide Customer with a personal number to access and use the API. It acknowledges that it is solely responsible for implementing the API in its own applications and/or tools, as well as for configuring its system. In particular, it acknowledges that it is solely responsible for verifying the compatibility of its information system and its business applications with the specifications of the API. SYSTRAN cannot be held liable for the incompatibility of those systems and applications with the API.
Customer shall have access to all Services described in the Order.
In addition, Customer acknowledges that use of the Services is limited to the Number of Characters granted to Customer in the Order, and that the Number of Characters is granted as a whole for all Users and API usage for a period of one year. Customer acknowledges that once the Number of Characters limit has been reached during this one year period, the Users may no longer access the Services until the end of the period. To continue using the Services, Customer must increase the Number of Characters with an additional order. Customer also acknowledge that if the Number of Characters has not been fully used in a given one year period, the unused fraction is not carried forward to subsequent periods, nor redeemed by SYSTRAN.
Customer also acknowledges that in the event that he makes too many translation requests at the same time via the API, access to the Services will be degraded and that SYSTRAN reserves the right to limit the processing of such requests and/or to process them more slowly and/or to suspend access to the Services temporarily.
In addition, SYSTRAN allows Users, within certain limits, to translate entire documents into various formats (e.g. .docx, .pptx, .html, .txt, .pdf). The ability to translate documents depends on SYSTRAN’s ability to read and translate documents correctly, which cannot be guaranteed. If a User is using the Platform for the translation of documents, he will only be able to translate one file at a time. If a User is using desktop applications, he can translate multiple files at the same time, as long as the same target language is selected.
4.3. Access to the Catalog
SYSTRAN provides Users with a Catalog, accessible from a dedicated tab on the Platform, on which they access all the specialized and general Models proposed by SYSTRAN.
Customer acknowledges being informed that the Models are established by SYSTRAN or by the Experts. The name of the Model author is listed in the Catalog. Customer acknowledges that SYSTRAN does not control the technical and linguistic quality of the Models established by the Experts. SYSTRAN’s role is limited to making these Models available in the Catalog. SYSTRAN is therefore not liable for the quality of the Models produced by the Experts. SYSTRAN remains responsible for the quality of its own Models.
SYSTRAN also does not guarantee the completeness of the Models offered in the Catalog. In particular, SYSTRAN does not guarantee Customer that he will find a Model corresponding to its needs.
The User may select any Model of his choice within the Catalog.
5. Conditions for the provision of the Services by SYSTRAN
SYSTRAN does not access the Content downloaded by Customer or the Final Content produced by Customer in connection with use of the Services.
SYSTRAN stores the Content and the Final Content on its servers for the sole purpose of providing the Services to Customer for the period of time necessary for the provision of the Services. The Content and the Final Content are immediately destroyed when their preservation is no longer necessary to render the Services. It is Customer’s responsibility to take all necessary measures to retain the Content. SYSTRAN will not return the Content upon completion of the Services.
By way of exception, SYSTRAN may access such Content or Final Content only for corrective maintenance purposes to resolve technical issues that may compromise the availability of the Services, to the exclusion of any other use.
In this context, Customer is informed that SYSTRAN reserves the right to automatically store the Content and the Final Content for a period of seventy-two (72) hours after the use of the Services in the event that it identifies error patterns during the production of the Final Content. Final Content and/or Content will be stored in encrypted form and automatically destroyed upon completion of the maintenance process.
SYSTRAN guarantees to Customer that any logs of access to the Services that SYSTRAN may set up for billing, security or statistical purposes will not contain Content or Final Content. However, Customer is informed that such access logs may contain metadata, such as the time of the request made or the size of the Content transmitted.
Linguistic Data are stored on the Platform for an indefinite period of time. Customer is fully responsible for managing the Linguistic Data uploading, creation, maintenance and deletion. Customer guarantees SYSTRAN he has the right to store the Linguistic Data on the Platform and has the right to use them.
SYSTRAN guarantees to Customer that Linguistic Data will not be used for any other purpose than the provision of the Services to Customer.
5.2. Using the API
In the event that Customer chooses to access the Services through the API, Customer acknowledges and agrees that SYSTRAN does not guarantee the accuracy or precision of the API responses or the final Content produced.
In particular, given the ongoing development of the API, SYSTRAN reserves the possibility to introduce new versions of the API with a range of additional or different functionalities at any time.
In addition, SYSTRAN reserves the right to deactivate any previous version of the API in view of the latest version of the API made available by SYSTRAN, provided that it informs Customer by any written means and in particular by email, at least one (1) month before deactivating previous versions of the API.
In addition, Customer acknowledges that integration of the Services into certain third-party applications and/or access to the Services through certain third-party applications may require the installation of specific plug-ins or components that Customer must purchase from SYSTRAN in addition to the Subscription.
In any event, SYSTRAN is not responsible for the use of any third-party application, which remains subject to the terms and conditions of its supplier.
5.3. Modifying Services
SYSTRAN reserves the right to modify all or part of the Services at any time at its discretion, including adding any new functionality. SYSTRAN guarantees to Customer that any changes to the Services will not result in any decrease in the level of services or functionality of the Services.
The addition of any new functionality will be at no additional cost to the Customer during the Subscription Term, provided it is not proposed as a separate product or option to all customers.
However, SYSTRAN may modify, limit and/or delete certain features of the Services for reasons of data security, essential technical requirements or due to changes in applicable law.
SYSTRAN will inform Customer of any changes to the Services in a timely manner, by email or notification directly on the Platform and no later than twenty-four (24) hours prior to the planned change to the Services.
5.4. Data Hosting
SYSTRAN undertakes to ensure, under the terms of an obligation of means, the hosting of Accounts, data and various Contents stored by a User on the Platform in accordance with the customs of the profession and the state of the art, on its servers or by a professional hosting provider, exercising its activity in accordance with the customs of the profession and the state of the art.
As part of this, SYSTRAN is committed to providing Customer with sufficient storage and processing capabilities as part of the Services.
SYSTRAN undertakes to implement all technical means necessary to ensure security and access to the Services, covering the protection and monitoring of infrastructure, the control of physical and/or intangible access to said infrastructure, as well as the implementation of detection, prevention and recovery measures to protect servers from malicious acts.
SYSTRAN also undertakes to take all necessary precautions, having regard to the nature of the data and the risks presented by the automated processing of data implemented for the purposes of the Services, to preserve the security of the data, and in particular to prevent it from being distorted, damaged or from having access to it by unauthorized third parties.
SYSTRAN finally guarantees Customer that all data stored on the Platform under the Services, are hosted on servers located in the European Union. SYSTRAN undertakes to inform Customer, by any written means, of any change in the location of the servers, at least one (1) month before the actual change in location of the servers.
5.5. Service Level Guarantee
SYSTRAN is committed to ensuring the permanence, continuity and quality of access to the Services throughout the Duration in accordance with the state of the art.
As such, SYSTRAN will make its best efforts to maintain access to the Platform 24/7 and guarantee the availability of the Services at 97% over a year, calculated according to the number of hours of availability of the Services in its essential functions divided by the number of hours in a year, excluding scheduled maintenance hours, cases of force majeure and/or interruptions of the Services due to a third party, including due to a sudden and abnormal increase in the number of translation requests by Customer which requires an unforeseen increase in the capacity of the system.
Given the complexity of the Internet, the unequal capacity of the various subnetworks, the inflow at certain times, and the various bottlenecks over which SYSTRAN has no control, SYSTRAN’s responsibility will be limited to the operation of its servers, the external limits of which are the connection points.
SYSTRAN cannot be held responsible for (i) speeds of access to its servers, (ii) slowdowns external to its servers, and (iii) poor transmissions due to a failure or malfunction of these networks.
If necessary, SYSTRAN reserves the right to limit or suspend access to the Services in order to carry out any maintenance and/or improvement of the Services. SYSTRAN undertakes to make its best efforts to ensure that such operations do not result in disruption of the Services for more than four (4) hours and, to the extent possible, take place outside of working hours, Paris time, France. SYSTRAN will inform Customer of the scheduling of such information, by any means deemed useful and in particular by notification on the Platform at least twenty-four (24) hours in advance. As part of these operations, SYSTRAN undertakes to make its best efforts to carry out the backups of the contents stored on the Platform.
Customer acknowledges and agrees that this Service Level Guarantee does not cover any failure or interruption of the Services by telecom operators or mobile web and internet service providers.
In any event, it is expressly agreed between the Parties that the breach of any commitment provided for in this Article shall in no case be penalized by the breach hereof and its liability shall be limited under the conditions set forth below in the article “Liability”.
5.6. Corrective Maintenance
SYSTRAN ensures corrective maintenance of the Platform, understood as the diagnosis and correction of any anomaly affecting their operation.
Customer undertakes to declare any Anomalies as soon as possible to the following email address: [email protected]. Only Users designated by Customer as points of contact to SYSTRAN Support are entitled to communicate with it. Customer undertakes to describe as precisely as possible the difficulty(s) encountered and the circumstances in which it(they) occurred. Customer’s description of the Anomaly should allow SYSTRAN to characterize the incident.
SYSTRAN undertakes to carry out the diagnosis of the Anomaly, based solely on the information provided by Customer in the incident report, as soon as possible after receipt of the notification of Anomaly.
Once the diagnosis is made, SYSTRAN undertakes to make its best efforts to intervene to correct the anomaly within a reasonable period of time. SYSTRAN reserves the right, in the event of a minor deficiency, understood as any deficiency that prevents the use of certain non-essential features of the Services, to postpone the correction of the deficiency to the date of the next major update.
Customer also acknowledges that SYSTRAN may need to replace Customer’s API version with a new version with additional and different features and tools as part of Customer’s tools and services enhancement efforts. In this case, SYSTRAN will inform Customer in due time by e-mail. In any case, SYSTRAN undertakes not to introduce any break changes and guarantees that changes to the API will preserve backward compatibility. If new features require a complete overhaul of the API, SYSTRAN will introduce this new API as a versioned alternative API – preserving the functionality of the existing API. In this case, Customer acknowledges that the new features will only be available to Customer if Customer agrees to use and install the new API.
It is expressly agreed between the Parties that the breach of any commitment provided for in this Article shall in no case be penalized by the breach hereof and its liability shall be limited under the conditions set forth below in the article “Liability”.
6. Obligations of the Customer
6.1. Acceptance of Terms and Conditions
By subscribing to the Services, Customer declares that he has read these General Terms and Conditions and expressly accept them.
This acceptance can only be full and complete, except for terms and conditions modified in the Specific Conditions.
Customer acknowledges and agrees that access to the Services is non-exclusive, SYSTRAN remaining free to provide the Services to any other third party of its choice, without limitation of any kind.
6.2. Strictly personal use
Customer is authorized to give access and create Accounts for its employees and the employees of its Affiliates, to the exclusion of any other third party. Affiliates means entities for which Customer owns the majority of the capital or has the power to enforce decisions. Customer acknowledges and accepts as such that the employees of its Affiliates are considered as Users within the meaning of this Agreement in the same way as their own staff and that Customer is solely responsible for the compliance by the latter with the terms of this Agreement.
Customer acknowledges and agrees that only one Account may be created by a User authorized to access the Services.
Customer agrees, on behalf of itself and/or its personnel and/or the personnel of its Affiliates authorized to access the Services, that each User will use the Services personally, and that no third party will use them in their place or on their own behalf, except to assume full responsibility. Customer is solely responsible for the proper use of the Services and the Management Console by its personnel or the personnel of its Affiliates in compliance with these terms.
Customer acknowledges that each User is otherwise responsible for maintaining the confidentiality of his login and password. Under no circumstances will SYSTRAN be liable for the fraudulent use of the Management Console and/or the Services by an unauthorized third party accessing it through the identifiers and password of a Customer User.
Should Customer become aware that its Management Console is or has been used without Customer’s knowledge, Customer undertakes to notify SYSTRAN as soon as possible at the following address: [email protected].
6.3. Internal Use
Customer acknowledges that the use of the Services is strictly for the exercise of its professional activity and, as such, that Users may use the Services only for that purpose. It is prohibited to market and/or grant a right of access to the Services to third parties, and in particular to Customer’s own customers.
6.4. Ordering Services
A customer who wishes to subscribe to a Subscription must sign a valid Order describing the content and limitations of the Services, that must be accepted by SYSTRAN.
SYSTRAN reserves the right not to give a positive response to an order, at its discretion, and in particular in the following cases:
- Customer provides a machine translation service by itself or by one of its Affiliates.
- Customer has their registered office in a geographical area in which SYSTRAN does not market the Services.
- Customer is engaged in an activity that is manifestly unlawful and/or contrary to applicable laws relating to the protection of human rights, children or workers and/or in violation of financial or commercial restriction measures.
- Customer has already contracted with SYSTRAN in the past and the contract has been terminated for breach of the contract..
6.5. Use of Services
Prior to any use of the Services, Customer acknowledges that:
- He has taken note of the characteristics and constraints, particularly technical, of all the Services.
- He takes in charge any internet connection, network connection and hardware needed to access the Services.
- That he must provide SYSTRAN with all the documents, elements, data and information necessary for the proper performance of the Services, and in particular with any personal data that may be necessary for this purpose. More generally, Customer undertakes to actively cooperate with SYSTRAN for the proper execution of these terms and to inform it of any difficulties related to this execution.
Customer agrees to use the Services solely for the purposes set forth herein and in accordance with applicable laws. Customer agrees in particular to:
- use the Services in accordance with applicable laws and regulations and not infringe on the rights of third parties or public order. In particular, it is prohibited to use the Services:
- for any illegal, fraudulent or other activity affecting the rights or safety of third parties, including the development of any application that violates the rights of a third party or any other applicable law or regulation;
- for spamming or other unsolicited advertising;
- to transmit to SYSTRAN data that cannot be communicated or processed by SYSTRAN due to personal data protection laws, business secrecy or contractual or legal obligations of confidentiality, export restrictions or other legal provisions or rights of third parties;
- to produce and/or disseminate Final Content (i) that is pornographic, obscene, indecent, offensive or inappropriate to a family audience, defamatory, offensive, violent, racist, xenophobic or revisionist, (ii) that is counterfeit, (iii) that attacks third parties, (iv) that lies, deceives or proposes or promotes illegal, fraudulent or misleading activities, (v) that is harmful to third parties’ computer systems (such as viruses, worms, Trojan horses, etc), and (vi) more generally any content that may infringe the rights of third parties or be prejudicial to third parties in any way or form;
- to assist or incite, in any form and in any way, one or more of the acts and activities described above.
In addition, he/she is solely responsible for the proper completion of all administrative, tax and/or social formalities and for all the payments of contributions, taxes or taxes of any kind that are incumbent on him in connection with their use of the Services.
- not to translate Content containing personal data without having previously informed SYSTRAN and signed a specific data protection agreement with SYSTRAN.
- has all rights and authorizations necessary for the use of the Content and/or the production of the Final Content, including any intellectual property rights. He undertakes that the said Content is lawful, does not infringe public order, good morals or the rights of third parties, does not infringe any legislative or regulatory provision and, more generally, is not liable in any way to jeopardize SYSTRAN’s civil or criminal liability.
- not to use the Services in connection with or for the purpose of operating critical infrastructure, such as power plants, military or defense equipment, medical devices or other equipment the failure or alteration of which would result in unforeseeable economic or physical damage, including but not limited to critical infrastructure within the meaning of European Directive 2008/114/EC.
- not to use the Services to perform benchmark tests or any other capacity test of the SYSTRAN information system and/or for the purpose of decompiling the Platform.
More generally, it is strictly forbidden for Customer to copy and/or misuse for his own purposes or those of third parties the concept, technologies or any other element of the Platform and/or API. The following are also strictly prohibited:
- any behavior likely to interrupt, suspend, slow down or prevent the continuity of the Services,
- any intrusions or attempted intrusions into SYSTRAN systems,
- any misappropriation of the Platform and/or API system resources,
- any action likely to impose a disproportionate burden on the infrastructure of the latter, and in particular any disproportionate use of the translation dialog box,
- any breach of security and authentication measures,
- any act likely to prejudice SYSTRAN’s financial, commercial or moral rights and interests, and finally more generally any breach of the Agreement.
- not to use the Services to develop services and products (platform, APIs, Software Components, etc.) similar to those developed by SYSTRAN for the purpose of providing machine translation services, including for internal purposes and/or developing, marketing or training a machine translation algorithm.
- More generally, not to use the Services for purposes other than those for which they were designed.
In addition, Customer is not permitted to access the Services through automated procedures which may result in an increased number of requests for translation production, exceeding normal human behavior and creating a tool lock. Customer therefore undertakes to limit its use to a reasonable use expected by a human being.
In the event of a breach of any of its obligations, Customer guarantees SYSTRAN against any complaint, claim and/or action by any third party claiming that the Contents would constitute a violation of its rights, whatever they may be, and in particular its intellectual property rights, right to the image and protection of privacy. Accordingly, Customer undertakes to indemnify SYSTRAN for any prejudice it may suffer and to bear all damages, as well as costs and expenses to which SYSTRAN may be ordered, or which are provided for by a settlement agreement signed by SYSTRAN after obtaining the prior agreement of Customer.
Finally, Customer acknowledges that the Services offer him an additional alternative solution for translating his Content and that these Services cannot replace the other means that the User may otherwise have to achieve the same objective.
6.6. Sanction of non-compliance
In the event of a breach of any of the provisions of the Agreement or more generally, a violation of the laws and regulations by Customer, SYSTRAN reserves the right to:
- temporarily or permanently suspend, without delay, access to the Services,
- remove any content related to the breach or infringement in whole or in part,
- take all appropriate measures and initiate any legal proceedings,
- where appropriate, notify, cooperate with and provide the competent authorities with all information relevant to the investigation and suppression of illegal or unlawful activities.
In the event of Customer’s failure to comply with an essential obligation arising from the Agreement, or a repeated violation thereof, SYSTRAN reserves the right to terminate Customer’s access to all or part of the Services, with immediate effect, by email. Termination shall take effect by operation of law on the date on which SYSTRAN sends the written notice to Customer pursuant to this clause. It automatically entails, without prior notice, the deletion of Customer’s account, without prejudice to any other consequences that may arise in application of the Agreement.
Unless specified otherwise in the Order, Customer subscribes to the Services for a period of twelve (12) months, running from the date of the Order.
Unless terminated with a notification in writing to SYSTRAN at least ninety (90) days in advance, the Subscription is tacitly renewed for successive periods of the same duration as the Initial Duration, under the same terms and conditions, unless denounced in the conditions of the article “Termination” as set below.
8. Financial Terms
In return for the provision of the Services, Customer agrees to pay the Subscription and professional services fees as described in the relevant Confirmed Orders. Such fees are invoiced by SYSTRAN on the execution date of Orders or at the renewal time of Subscriptions.
In this regard, Customer acknowledges that the Subscription price depends on a variety of parameters such as the number of Users, the Number of Characters granted, the functionalities and the subscription period chosen by Customer.
All prices are in Euros and exclusive of any applicable taxes.
Prices are subject to be reviewed annually. In particular, Subscription renewal prices include an uplift with a minimum of three percent (3 %) year over year.
All fees payable to SYSTRAN are due within 30 days from the invoice date and will be payable in the currency mentioned in the Order by wire transfer to such bank account as specified by SYSTRAN. Customer also agrees to pay any sales, value-added or other similar taxes imposed by applicable law.
Customer agrees that any delay in payment of all or part of the sums due when due will automatically result, without prejudice to the provisions of the article “Termination”, without prior notice:
- The forfeiture of all sums due by Customer and their immediate liability;
- Immediate suspension of the Services in progress until full payment of all amounts due;
- Invoicing by SYSTRAN of late-payment penalties due the day following the due date indicated on the invoice, equivalent to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, based on the amount of all sums due by Customer, and a flat-rate compensation of 100 euros or the equivalent in the currency of the Order for recovery costs.
For the duration of the Subscription and for a period of three (3) years after the end of the Subscription, the Parties undertake to keep strictly confidential all information and documents of any kind that they have received from each other in execution of this Subscription and/or constituted in execution of this Subscription, including this document and in particular economic, strategic or marketing, legal, manufacturing or business secrets, know-how, software licenses, databases, Models, as well as in particular all data constituting in execution of the Services.
Each Party undertakes (i) not to use the confidential information for any purpose other than as provided herein, (ii) to strictly maintain the confidentiality of such information, and (iii) not to disclose such confidential information to any third party in any form, in any manner or for any reason, except to members of its personnel or any other person acting on its behalf and for its account who need to know it in order to perform this Agreement.
Confidentiality shall not apply to:
- information which is known to have been disclosed before it was obtained by the Parties or which becomes so disclosed subsequently, without fault of any of them;
- information which does not result directly or indirectly from the use of all or part of the confidential information within the meaning of this Article;
- information validly obtained from third parties authorized to transfer or disclose such information;
- where the disclosing Party has expressly released the other Party from its obligation of confidentiality.
If one of the Parties is required to disclose such confidential information in order to comply with a legal or regulatory obligation or a court decision, it being understood that such disclosure may relate only to confidential information the disclosure of which is expressly required, it shall inform the other Party in advance as soon as possible.
In the event of denunciation or termination of this Agreement, each Party expressly undertakes to return in full and without delay or to destroy all confidential information communicated to it by the other Party in the course of the performance of this Agreement, and to destroy any copy, backup, extract, reproduction or summary of such confidential information.
10. Intellectual Property
10.1. SYSTRAN Intellectual Property
The systems, software, platform, APIs, software components, structures, infrastructure, databases, data, codes, algorithms, translation models and content of any kind (text, image, logo, brand, data, etc.) published and operated by SYSTRAN in connection with the Services, are the full and complete property of SYSTRAN, whether or not they are protected by intellectual property rights.
The Models produced by an Expert and made available to Customers on the Catalog, remain the full property of their author. Any claim relating to a Model produced by an Expert will be addressed exclusively to the said Expert.
These General Terms and Conditions do not confer Customer and/or its Affiliate, as well as Users, any property rights of any kind whatsoever, and in particular intellectual or industrial property rights, on the Platform, the APIs, the Services and/or the contents of SYSTRAN as detailed above, which remain the full property of SYSTRAN, which Customer expressly acknowledges and accepts in these terms.
Customer and/or the Affiliate have only one license to use the Platform, APIs, Software Components, Services and Content, under the conditions detailed hereunder in the “License to Use Tools” article.
Customer undertakes not to commit any act that could affect the property rights and in particular intellectual property of SYSTRAN on the Platform, the APIs, the Software Components, the Services and the Contents of SYSTRAN, in whole or in part, whether by reproduction, by representation or by adaptation, modification, transformation. Any unauthorized use and/or access by SYSTRAN hereunder and/or not in accordance with the provisions of the Intellectual Property Code is unlawful and will give rise to legal proceedings in particular in the field of counterfeiting in accordance with the provisions of Article L.335-3 of the Intellectual Property Code. In particular, any disassembly, decompilation, decryption, extraction, reuse, copying of the elements referred to herein are strictly prohibited.
10.2. Tools License
SYSTRAN grants Customer, for the entire duration of the Subscription and for the entire world, the non-exclusive, personal and non-transferable right to use the Platform, the API, the Software Components and the Services, in their version existing on the date of execution of the Agreement, as well as in their future versions made available on the Platform and/or the API, as well as in their technical documentation, for the sole purpose of the Services, in the Subscription terms.
This license is granted to Customer subject to full payment of the price, under the conditions set out in the “Financial Terms” above.
Customer expressly prohibits any other use of the Platform and the API, the Software Components and the Services, and in particular, he prohibits reproducing, arranging, adapting the Platform and/or the API and/or the Services, making them available to third parties, creating any derivative work of all or part of the Platform and/or the API and/or the Software Components and/or the Services, marketing them or offering them for rent.
Customer specifically prohibits the use of the Services and the Platform to develop, market or train a machine learning algorithm.
Any reproduction, representation, distribution, adaptation, marketing of the Platform and/or the API and/or the Services by any customer not complying with the above provisions, would constitute the offense of infringement, in accordance with the provisions of Article L.335-3 of the French Intellectual Property Code.
10.3. Content License
Customer grants SYSTRAN, for the entire duration of the Subscription and for the whole world, free of charge, the non-exclusive, personal and non-transferable right to use the Content, for the sole purpose of providing the Services, under the terms of the Subscription. SYSTRAN expressly prohibits any other use of the Content, and in particular, it prohibits making it available to third parties, creating any work derived from all or part of the Content, marketing it or offering it for rent. SYSTRAN further undertakes not to reuse any Content provided by Customer in connection with its use of the Services.
By way of exception, SYSTRAN may reuse Customer Content when Customer has its own Model, which requires customization. In this case, SYSTRAN’s reuse of Content will be limited only to customizing the Model in Customer’s interest.
Any reproduction, representation, distribution, adaptation, marketing of the Content not in accordance with the preceding provisions, would constitute the offense of counterfeiting, in accordance with the provisions of Article L.335-3 of the French Intellectual Property Code.
11. Avoidance Guarantee
SYSTRAN guarantees to Customer the full and peaceful enjoyment of the licensed rights in the Services against any disturbance, action, claim or avoidance. In particular, it guarantees Customer (i) that it has all the rights and authorizations necessary to grant the license provided herein and that the SYSTRAN Services do not contain anything that could fall within the scope of laws and regulations relating in particular to counterfeiting, unfair competition, privacy, right to image, rights of personality and more generally to infringe the rights of third parties and, (ii) that it has not consented and will not grant to a third party any assignment or license to use the Services that could prevent or hinder the exercise of the rights held by Customer under license on said Services.
SYSTRAN guarantees Customer against any complaint, claim and/or demand by any third party that Customer may suffer as a result of SYSTRAN’s breach of the above Guarantees. It undertakes to indemnify Customer for any damage that he may suffer and to pay him any costs, indemnities, charges and/or convictions that he may have to bear as a result.
In return, Customer undertakes to notify SYSTRAN by registered letter with acknowledgement of receipt as soon as possible from their receipt, of any formal notice or summons or request received from a third party. However, the Parties agree that, unless expressly waived, SYSTRAN will take control of the defense and any negotiations for a settlement.
Customer acknowledges and agrees that this Guarantee does not apply where the third party’s claim arises, even in part, from any use of the Services that is not in accordance with the terms of the license as set forth herein.
In the same terms, Customer guarantees SYSTRAN that they have all the rights and authorizations of any kind necessary to use the Content and submit it for translation on the Platform in the context of the Services. Customer guarantees SYSTRAN that the Content does not contain anything that could fall under the laws and regulations relating in particular to counterfeiting, unfair competition, privacy, right to image, rights of personality and more generally violate the rights of third parties.
SYSTRAN will not be held responsible for the consequences of any violation of this clause.
Customer guarantees SYSTRAN against any third party complaint and/or claim that SYSTRAN may suffer as a result of Customer’s breach of the above Guarantees. He undertakes to compensate SYSTRAN for any damage it may suffer and to pay any costs, allowances, charges and/or penalties it may have to bear as a result.
12. SYSTRAN exclusions of liability and guarantee
SYSTRAN undertakes to provide the Services diligently and in accordance with the rules of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which Customer expressly acknowledges and accepts.
Customer acknowledges that SYSTRAN’s involvement is limited to the provision of the Services. SYSTRAN is not aware of the Content used by Users in connection herewith, on which it does not perform any moderation, selection, verification or control of any kind and in respect of which it acts only as hosting provider for the time necessary for the performance of the Services. As a result, SYSTRAN cannot be held responsible for such Content.
Furthermore, SYSTRAN cannot be held responsible for the incorrect installation of the API or Software Components by Customer in the context of the provision of the Services.
In the event that Customer uses Software Components developed by a third party, SYSTRAN assumes no liability.
It is Customer’s responsibility to take all appropriate measures in order to protect his own data and/or computer from contamination by possible viruses circulating on the Internet, with the exception of contamination caused by SYSTRAN as described below.
Furthermore, SYSTRAN does not guarantee Customer that:
- Machine Translation Services are perfect and of the same quality as human translators. Customer acknowledges that these Services are not intended to replace human translators and cannot be perfect. Furthermore, the quality of the source text significantly affects the quality of the translations. Therefore, Customer acknowledges that SYSTRAN will not be liable for the quality of the translation obtained through the use of the Services;
- the Services, subject to continuous research to improve their performance and progress, shall be completely free from defects, errors or defects;
- the Services being standard and not offered solely to the Customer based on his own personal constraints, will specifically meet Customer’s needs and expectations;
- the Services, the Platform, the API and/or the Software Components will operate in an uninterrupted manner, SYSTRAN reserving the right to temporarily interrupt access to the Platform and/or the API and/or the Software Components for maintenance reasons under the conditions of the article “Service Level Guarantee”, and cannot under any circumstances be held liable for disruptions or failures of the Internet or the telecommunications network, and more generally which would have their origin in circumstances external to it or resulting from force majeure.
SYSTRAN is not liable to Users for any guarantee as to the number and diversity of Models offered in the Catalog.
In addition, SYSTRAN does not provide any warranty with respect to (i) the compliance of the Templates with applicable laws and regulations, (ii) the compliance of the Templates with contractual terms and the existence of possible hidden defects.
Subject to these reservations, SYSTRAN may be held liable under the conditions of ordinary law solely for direct damages suffered by the Customer, resulting from a breach of its contractual obligations as defined herein. The Customer therefore waives any claim against SYSTRAN for indirect damages, including loss of profits, loss of opportunity, commercial or financial loss, increased overheads or losses arising out of or as a result of the performance of this Agreement.
SYSTRAN shall also not be liable for any damage claimed by the Customer resulting from:
- modification of the Services performed by SYSTRAN or any interruption of the Services under the conditions set forth herein.
- any delay, error, technical failure or incompatibility between the Services and the Customer’s Content, information system, browser or any other program used to access the Services, or more generally any other technical difficulty beyond SYSTRAN’s control.
- Users’s inability to maintain the security and confidentiality of their login and password or personal data.
- Failure by Customer to provide all information, including Customer’s personal data, necessary for the proper performance of the Services.
In any event, SYSTRAN’s liability that may be incurred hereunder shall be expressly limited to an amount not exceeding the amount invoiced by SYSTRAN in respect of the Services for the current period. SYSTRAN shall not be liable unless the Customer has made a complaint by registered letter with acknowledgement of receipt within one (1) month of the occurrence.
13. Protection of personal data
SYSTRAN declares that it complies with all legal and regulatory obligations relating to the protection of personal data aimed, in particular, at ensuring the security and confidentiality of the data collected and processed on its own behalf as controller.
14. Trade References
The Parties are the sole owners of their names, trademarks, logos, signs, designs. This Agreement does not, therefore, entail any assignment of the intellectual property rights held by one Party over its distinctive signs to the benefit of the other Party, nor any right of use of any kind. Each Party undertakes to respect the intellectual property rights of the other Party in respect of such distinctive signs.
However, Customer expressly authorizes SYSTRAN to use its name, trademark, logo and references, as commercial references, on any medium and in any form whatsoever, for the duration of this Agreement and five (5) years after the end of the relations between the Parties, unless expressly refused by the Customer in writing.
15. Third Party Links and Sites
SYSTRAN cannot be held responsible for the technical availability of websites operated by third parties (including its possible partners) to which Customer accesses via the Platform.
SYSTRAN is also not responsible for transactions between Customer and any advertiser, professional or merchant (including any of its partners) to which Customer would be directed through the Platform and shall not be party to any disputes whatsoever with these third parties.
SYSTRAN and Customer guarantee each to have taken out the necessary insurance policies to insure and guarantee the consequences of their professional civil liability in case it is incurred, so as to cover the financial consequences of the damages for which each would have to answer.
Each Party undertakes to maintain such policies for the duration of this Agreement. Each Party undertakes to produce the corresponding insurance certificates at the first request of the other Party.
Any modification, suspension or termination of insurance policies by either Party shall be brought to the notice of the other Party, without delay, by sending a registered letter with acknowledgement of receipt to the address of the other Party as indicated above or by email.
17. Force Majeure
Neither Party may be held liable vis-à-vis the other Party in the event that the performance of its obligations is delayed, restricted or rendered impossible, due to the occurrence of an event of force majeure in the sense usually recognized by law and French courts.
It is understood between the Parties that the same consequences will apply as force majeure, personnel strikes and all other social movements, wars, riots and all other movements, administrative measures of quarantine, embargo and any other restrictive measures affecting the freedom to conduct business, viruses, attacks or any act which results in the paralysis of the Internet network or blocks the use of computer equipment and solutions, which are beyond the responsibility of the Parties and make impossible the performance of the Services in whole or in part.
The Party which is the victim of force majeure undertakes to notify the other Parties without delay, as far as possible. The obligations of the Parties shall then be suspended for the duration of the event for a period not exceeding three (3) months. The Parties shall approach each other in order to determine together the most appropriate means of mitigating, if possible, the consequences of the event(s) constituting force majeure.
In the event that the case of force majeure extends beyond the aforementioned period, either Party may terminate this Agreement, automatically, without legal formalities, without notice and without right to compensation of any kind, by sending a registered letter with acknowledgement of receipt having immediate effect, under the conditions defined in the article “Notification”.
18.1. Non-renewal of the Subscription
Customer may decide not to renew its Subscription, without having to justify reasons, at the end of the initial period or each renewal period, provided that SYSTRAN is informed by email to Customer’s commercial contact at SYSTRAN and/or to the following address: [email protected], at the latest ninety (90) days before the Subscription renewal date. The Subscription then ends at the end of the subscribed period.
18.2. Termination for breach
In the event of a failure by one of the Parties to fulfill any of its obligations under the Agreement, which would not be remedied within thirty (30) calendar days from the receipt of a formal notice to have to remedy the failure addressed by registered mail with acknowledgement of receipt, the other Party may, of its own right and without legal formalities, terminate the Agreement.
Termination of this Agreement shall be without prejudice to any damages to which the Terminating Party may be entitled as a result of the failure of the other Party and any penalties due to it.
If Customer breaches the terms of this Agreement and fail to correct the breach within 30 days after SYSTRAN notifies Customer in writing, SYSTRAN may end this Agreement and Customer’s use of the Services. If SYSTRAN ends this Agreement as specified in the preceding sentence, Customer must pay within 30 days all amounts which have accrued prior to the end of this Agreement, as well as all sums remaining unpaid for SYSTRAN Services received under this Agreement. Customer agrees that if it is in default under this Agreement, Customer may no longer use those Services.
18.3. Termination in case of modification of the Services
SYSTRAN reserves the right to terminate the Subscription at any time, subject to sending to Customer a registered letter with or without acknowledgement of receipt at least thirty (30) days before the termination of the Subscription takes effect, in the event that:
- The continuation of commercial relations between Customer and SYSTRAN and/or the provision of the Services would become unlawful under the applicable regulations, for any reason whatsoever;
- SYSTRAN would terminate business relationships with any partner with whom it provides all or part of the Services to Customer and/or in the event that such partner ceases to provide its share of the Services to Customer.
18.4. Consequences of termination of the Subscription
The non-renewal and/or termination of the Subscription for any reason shall result in the deactivation of all Accounts opened by Customer. Customer is entitled to recover all data, content and more generally all elements stored on its Accounts by its own means. Customer acknowledges and accepts that SYSTRAN shall not be liable for any loss or alteration of the data stored on Accounts after the deactivation of the Accounts, whatever the cause.
Customer acknowledges and accepts that all amounts paid under the Subscription at the date of the denunciation will remain vested in SYSTRAN and that Customer will not be entitled to request their restitution. In particular, in the event that Customer has not used all the Number of Characters granted, he will not be entitled to obtain a refund.
In the event of termination by SYSTRAN due to Customer’s breach of its obligations, Customer acknowledges and agrees that all payments made for the Services shall remain vested in SYSTRAN.
In the event of termination by Customer due to the failure of SYSTRAN and/or its Subcontractors to fulfill its obligations, Customer acknowledges and accepts that he will only be entitled to obtain reimbursement of the sums paid in respect of the remuneration of the Services in proportion to the number of full months remaining between the effective date of the termination and the end of the Subscription, as well as reimbursement of the fraction of the Number of Characters not used at the effective date of the termination.
Finally, the Parties acknowledge and accept that the termination of the Agreement, for any reason whatsoever, has no effect on the continuation of the obligations provided for in the Agreement that have their own duration, in particular the provisions relating to confidentiality, the protection of personal data and intellectual property.
19. Changes to Terms and Conditions
SYSTRAN reserves the right to modify these General Terms and Conditions at any time. Customer will be informed of any major changes by any useful means, and in particular by a pop-up window on the Platform or by email, at least thirty (30) days before their entry into force. The modified General Terms and Conditions will apply from the date of renewal of the Subscription, under the terms of the “Duration” section, for the Services in progress and immediately for any new Order.
Any other modification of these General Terms and Conditions desired by Customer and accepted by SYSTRAN, will be the subject of a written amendment to the Agreement signed by both Parties.
Customer acknowledges and accepts that SYSTRAN remains free to entrust the performance of all or part of the Services to one of its foreign subsidiaries or affiliates within the meaning of Articles L.233-1 et seq. of the French Commercial Code and/or to any third party partner at SYSTRAN’s free choice.
Customer acknowledges and accepts that SYSTRAN alone determines the Subcontractors to whom it entrusts the performance of all or part of the Services, in particular according to the competencies of said Subcontractor and/or the territory in which the Subcontractor carries out its activity.
SYSTRAN remains fully responsible for the Services provided by one of its foreign affiliates or affiliates or third parties of its choice and is committed to compliance by them with the provisions of these General Terms and Conditions.
The Parties acknowledge and agree that all guarantees granted to SYSTRAN hereunder, including but not limited to those of the “Eviction Guarantee” and “SYSTRAN exclusions of liability and guarantee” clauses, shall apply to and be binding upon the Subcontractors in the same manner.
The Parties agree that the Agreement may not be assigned or transferred, in whole or in part, in any form whatsoever, by either Party to any third party, without the prior written consent of the other Party.
The fact that one of the Parties has not exercised any right or power pursuant to the provisions of Agreement, or has exercised it late, cannot be interpreted as a waiver to exercise all or part of this right or power, and any single or partial exercise of any right or power cannot prevent a new implementation of this right or power.
23. Independence between the Parties
The Parties hereto are legally independent of each other. Each Party shall act in its own name and on its behalf. None of the stipulations of these General Terms and Conditions can be interpreted as creating between the Parties a company, a joint venture, a mandate, a subsidiary, a relationship of agents or employees to employer, an association.
Each Party remains responsible for its acts, allegations, commitments, benefits, personal products, data. Neither Party shall be liable in any way for its acts, allegations, commitments, benefits, personal products, data.
24. Social regulation
Each Party declares that it complies with the tax and social legislation in force, that it is up to date with the payment of social contributions and that it is in a position to provide proof of compliance with the various obligations applicable in this area, at the request of another Party. Each Party shall provide to the other Parties, not more than once a year, until the end of the performance of this Agreement, the following documents:
- An identification card proving registration in the trade register or an extract from the registration in the Trade and Companies Register, dated less than three (3) months (extract K-bis);
- A certificate of provision of social declarations from the social protection body responsible for collecting social contributions and contributions which is the responsibility of the Party in question;
- An affidavit, whereby the Party certifies that it has filed with the tax administration, at the date of the affidavit, all the compulsory tax returns, and that the work will be carried out with employees regularly employed under the Labor Code.
If any of the provisions of Agreement is declared null and void or unenforceable by reason of a law, regulation or following a final decision by a competent court, only this provision will be declared null and void, the other provisions will retain all their force and scope.
Unless otherwise provided, any notification to either Party required under these General Terms and Conditions shall be made by registered letter with notice of receipt at the address referred to above, or at an address specified subsequently in writing by one of the Parties to the other Party and/or by email to the addresses communicated by the Parties by any means deemed appropriate.
In the event of a change of address, each Party undertakes to inform the other Party by registered letter with acknowledgement of receipt and by email as soon as possible. Otherwise, any mail sent to the address indicated above shall be considered to have been validly received.
27. Applicable law and jurisdiction
These General Terms and Conditions are governed by French law.
In the event of any dispute as to the validity, interpretation and/or performance of the General Terms and Conditions, the Parties agree that the courts of Paris shall have exclusive jurisdiction to judge them, unless otherwise required by mandatory procedural rules.
28. Entry into force
These General Terms and Conditions came into force on April 1st, 2023