This License Agreement (the “Agreement”) is entered into by and between you (either you as an individual or you on behalf of an entity that you have the authority to bind and represent) (“Licensee”) and Text United GmbH, a private limited company organized and existing under laws of Austria (“Text United”).
This Agreement authorizes you to use the Text United Software (the “Software”) as specified below.
The “Effective Date” for this Agreement shall be the earlier day of the Licensee registering on Text United website or clicking “I agree” when installing the Software.
1. License and intellectual property rights
1.1 Text United hereby grants to Licensee a personal, non-transferable, limited and non-exclusive right to access and use the Software (the “License”).
1.2 The License is granted solely to Licensee and not, by implication or otherwise, to any parent, subsidiary or affiliate of Licensee.
1.3 Text United reserves all rights not expressly granted to Licensee. Licensee shall not copy, distribute, reproduce, use or allow access to the Software, except as explicitly permitted under this Agreement. Licensee may not resell, sublicense, rent, lease, or lend the Software.
1.4 Licensee shall not modify, adapt, translate, or prepare derivative works from the Software and, to the extent permitted by applicable law, shall not decompile, reverse engineer, disassemble or otherwise attempt to derive the Software’s source code.
1.5 Licensee shall not remove, obscure, or alter Text United’s or its licensors’ copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Software.
1.6 Licensee acknowledges and agrees that Text United (or its licensors) own all legal right, title, and interest in and to the Software (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless Licensee has agreed otherwise in writing with Text United, nothing in this Agreement gives Licensee a right to use any of Text United’s (or its licensors’) trade names, trademarks, service marks, logos, domain names or other distinctive brand features.
1.7 The Software and all rights therein (including, without limitation title and intellectual property rights) are owned by Text United (or its licensors) and are protected by international treaty provisions.
2. Access to the Software
2.1 In order to use the Software Licensee shall register by providing certain information to Text United. Licensee represents that the information given to Text United by Licensee is accurate, correct, and current as of the time such information is provided.
2.2 Licensee may access the Software through a combination of an e-mail address and a password (the “Account”). This access is personal to Licensee and may not be shared with third parties.
2.3 Licensee shall be responsible for maintaining the confidentiality of the password for the Account assigned to Licensee. Licensee shall promptly notify Text United if a password is lost, stolen, disclosed to an unauthorized third party, or has otherwise been compromised. Licensee shall be solely responsible for any and all activities made under the Account assigned to Licensee.
2.4 Licensee shall defend, indemnify and hold harmless Text United from and against all damages, penalties, costs and expenses (including reasonable attorney’s fees) incurred by Text United in connection with any suit, claim or proceeding arising or resulting from Licensee’s failure to comply with the terms of this Section 2.
2.5 Text United maintains a high level of service uptime. However, from time to time the Software may become unavailable; in such cases, Text United reserves the right to interrupt the services to perform emergency maintenance as needed.
3. Subscription Plans
3.1 In the event Licensee wishes to use the Software in a scope that exceeds the limitations of a free edition, Licensee shall subscribe by choosing among available subscriptions (“Subscription Plans”), the features and costs of which Plans are described on Text United’s website.
3.2 Licensee agrees to pay to Text United subscription fees and any other charges (including any applicable taxes) incurred in connection with the chosen Subscription Plan(s) at the rates in effect when the Subscription Plan(s) was/were chosen.
3.3 Text United reserves the right to suspend Licensee’s access to the Software according to the Subscription Plan(s) if Licensee is late paying the fee for the Subscription Plan(s). Further, Text United is entitled to demand interest of ten percent per annum for outstanding Subscription Plan fees plus all expenses of collection. Licensee acknowledges that Text United is not obliged to retain Licensee’s content (the ‘Content’) and may delete all Content irretrievably if fees are outstanding for more than thirty (30) days.
3.4 A Subscription Plan will be automatically renewed on the date of its scheduled expiration for an identical term but at the then-prevailing fee, unless Licensee or Text United terminates the Subscription Plan prior to the date that the Subscription Plan expires. Licensee shall cancel his Subscription Plan before it renews in order to avoid fees for another term.
3.5 Either party may terminate the Subscription Plan with immediate effect at any time prior to the end of the intended term if the other party materially breaches any provision of this Agreement, including the failure to pay fees for the Subscription Plan when due. In addition, Text United may terminate the Subscription Plan at any time if Text United is required to do so by law.
4. Licensee Obligations
4.1 Licensee represents and warrants that:
4.1.1 it shall provide accurate and complete information during the registration process and shall not falsely identify itself or provide any false information to gain or to attempt to gain access to the Software;
4.1.2 it shall not gain, or to attempt to gain, unauthorized access to Text United’s servers, its telecommunications, and its security equipment and software;
4.1.3 it shall not take any actions for the purpose of manipulating or undermining the integrity and accuracy of translators’ ratings;
4.1.4 it shall not engage in any form of retrieval of data stored on Text United servers to create or compile, directly or indirectly, a collection, compilation, database or directory;
4.1.5 it shall not attempt to or actually circumvent any method used by Text United to control access to the Software, including, but not limited to, spoofing or otherwise impersonating an account or setting up a proxy or other device that allows others to access the Software through it; and
4.1.6 it shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which Licensee uses the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
4.2 In the event of any breach of any of the foregoing obligations, in addition to any other remedies available at law, Text United will have the right, in its sole reasonable discretion, to terminate this Agreement with immediate effect.
5. Warranty Disclaimer and Limitation of Liability
5.1 TEXT UNITED LICENSES THE SOFTWARE AND THE SUITE, INCLUDING ANY DOCUMENTATION THAT MAY ACCOMPANY TO A LICENSEE ON AN “AS IS” BASIS. TEXT UNITED MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TEXT UNITED DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE IN COMBINATIONS OTHER THAN AS SPECIFIED IN THE ACCOMPANYING DOCUMENTATION OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
5.2 IN NO EVENT WILL TEXT UNITED’S LIABILITY FOR ACTUAL DIRECT DAMAGES ARISING OUT OF (I) THIS AGREEMENT OR (II) THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE AMOUNT OF FIVE HUNDRED (500) EURO. IN NO EVENT WILL TEXT UNITED BE LIABLE TO LICENSEE OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH LICENSEE FOR ANY LOST PROFITS, SALES, BUSINESS, DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR PERFORMANCE OF THE SOFTWARE OR OTHERWISE ARISING FROM THIS AGREEMENT, NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR THE FACT THAT TEXT UNITED MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The parties agree that this Section 5.2 represents a reasonable allocation of risk.
5.3 TEXT UNITED SERVICE MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
5.4 Licensee shall defend, indemnify and hold Text United and its licensors harmless against any claims, damages, liabilities, losses, costs, suits or expenditures incurred by Text United or its licensors as a result of any infringement or alleged infringement of intellectual property rights of a third party or otherwise caused by Licensee’s use or exploitation of the Software.
5.5 This Agreement creates no obligations on the part of Text United other than as specifically set forth herein.
6. Term and Termination
6.1 This Agreement commences on the Effective Date and is concluded for an indefinite period of time.
6.2 Text United may, at any time, terminate this Agreement and/or terminate Licensee’s access to the Software with 30 days advance notice. Text United may terminate this Agreement immediately if the Licensee fails to comply with any provision of this Agreement. In addition, Text United may terminate this Agreement immediately if Text United is required to do so by law.
6.3 Upon the expiration or termination of this Agreement for any reason (1) all licenses granted hereunder automatically revert to Text United and Licensee will no longer have access to the Software; (2) Text United will be entitled to remove the Content from Text United servers.
7.1 The Content (including translations) submitted by Licensee remains the sole property of Licensee (or its licensors).
7.2 Licensee represents and warrants to Text United that (i) the Content does not, in whole or in part, actually or potentially, violate any applicable law or regulation or infringe or misappropriate any proprietary intellectual property of any third party and (ii) that Licensee owns or has a right to use the Content in the manner in which the Content is used in connection with the Software.
7.3 Text United will make commercially reasonable efforts to provide a backup mechanism for the Content. However, Licensee shall also keep an individualized backup copy of the Content and Text United should not be held responsible of any loss of data or data corruption.
8. Data Protection
8.1 Text United will undertake commercially reasonable technical and organizational measures required to protect the data for which it is responsible.
8.2 Text United is not obliged to verify the conformity of the Licensee’s data with the legal provisions for data protection. The Licensee is responsible for assuring the legality of the transfer of personal data to Text United.
8.3 Text United will adopt commercially reasonable measures to protect the Licensee’s data stored on Text United’s servers against unauthorized access. However, Text United is not liable if third parties illegally obtain access to the data.
9.1 Assignment; Delegation; Successors and Assigns. Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Text United. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
9.2 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of Austria. All disputes arising from or relating to this Agreement shall be settled by a single arbitrator appointed by the Chamber of Commerce of Austria.
9.3 No Waiver. Neither the waiver by either party of a breach of any provision of this Agreement nor the failure by either party to exercise any right hereunder shall operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
9.4 Entire Agreement. This Agreement represents the entire agreement between Text United and Licensee relating to the subject matter of this Agreement, and it supersedes any prior representations, discussions, undertakings, end-user agreements, communications, or advertising, whether written or oral, relating to the subject matter.
9.5 Amendment. Text United reserves the right to change provisions of this Agreement from time to time.
9.6 Severability. Should any provision of this Agreement be or become illegal or unenforceable, the remainder of this Agreement shall not be affected. Such illegal or unenforceable provision shall be deemed automatically replaced by a valid and enforceable provision that achieves the intended economic effect as closely as possible.
9.7 Any feedback information from the Licensee shall be provided to Text United on a non-confidential basis and shall be considered property of Text United. By submitting any such information to Text United Licensee agrees to a no-charge assignment to Text United of all worldwide rights, title, and interest in copyrights and other intellectual property rights to the information.
9.8 Additional terms and conditions may apply to purchasing of translation services. Licensee agrees to abide by such other terms and conditions.
9.9 Notice. All notices should be delivered to: Text United GmbH, Attemsgasse 7 D20, 1220, Vienna, Austria.