Terms of Service
Thank you for using Transifex! These Terms of Service (the “Terms”) govern your access to and use of the Transifex website (“Website”) and the services offered on such Website (the “Services”), so please carefully read them before using the Services.
You hereby certify that you are at least 18 years of age and, if you are agreeing to these Terms on behalf of a corporation or entity, that you are duly authorized to bind such corporation or entity and provide the information contemplated herein. In addition, you agree that:
You will not attempt to use the Services with crawlers, robots, data mining or extraction tools or any other functionality;
Your use of the Services will, at all times, comply with these Terms; and
You have the right to provide any and all information you submit to the Services, and the information and all such information is accurate, true, current and complete.
You will update and correct the information you have submitted to the Services and ensure that it is accurate at all times (out-of-date information will invalidate your account).
Transifex is a website service created in order to provide full product localization and publishing services through the Internet. If you wish to be registered, engage in transactions with other members and use the Services, please read the following conditions and confirm your consent. These Terms are a legal agreement between you and Transifex Limited which will apply to you in respect of any and all Services offered from the Website.
Use of this Website and its Services signifies the acceptance of these Terms. If you do not agree with these Terms, do not provide Transifex with any information and do not use the Services or this Website.
When you register on the Website, you will be asked to create your own profile. Your profile includes, but is not limited to, personal information such as your username, your email and general information you wish to disclose about yourself (“Authorized User Account”). Upon successful registration, you become a member of the Website (a “Member”), and for as long as you remain a Member, you agree to comply with these Terms. In the event you only visit the Website and you do not register as a Member, you are still obliged to comply with these Terms.
A Member may be a purchaser of the Services (a “Service Buyer”) or a provider to the Services (a “Service Provider”) or both.
You may only register for one Authorized User Account. In consideration of your access to, and use of, the features and functions of the Services, you will (a) provide accurate, current and complete information as may be prompted by any registration forms in the Services (“Registration Data”); (b) maintain the security of your user identification and password (collectively, “Login Information”); (c) maintain and promptly update the Registration Data, and any other information you provide to Transifex through the Services; (d) promptly advise Transifex whenever there is a change to your contact information or any other information in your account; (e) receive communications from Transifex electronically; and (f) be fully responsible for all use of your Authorized User Account and for any actions that take place using such account and any applicable Login Information.
You represent and agree that all information you provide to Transifex in connection with your access to and use of the Services is, and shall be, true, accurate and complete to the best of your knowledge, ability and belief. Transifex reserves the right to terminate these Terms, or to refuse, restrict, or discontinue your access to the Services (or any portions, components, modules, or features of the Services) for any reason, or for no reason whatsoever, at any time, without notice or liability.
You may use the Services only in compliance with these Terms. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.
Your Words & Your Privacy
By using the Services, you provide us with information, files, and folders that you submit to Transifex (together, “your words”). You retain full ownership of your words, and Transifex has no ownership rights in your words, including the translated content generated by the Services. These Terms do not grant us any rights to your words or intellectual property except for the limited rights that are needed for Transifex to run the Services, as explained below.
We may need your permission to do things you ask us to do with your words, for example, hosting your files, or sharing them at your direction. This includes product features visible to you, for example, image thumbnails or document previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example, RackSpace, which provides our storage space (again, only to provide the Services).
You are solely responsible for your conduct, the content of your words and files, and your communications with others while using the Services. For example, it is your responsibility to ensure that you have the rights or permission needed to comply with these Terms. You grant Transifex a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to use your words for purposes of performing the Services. You agree to indemnify Transifex for any third party claims, demands or losses arising as a result of your failure to obtain all such necessary rights, permissions and authorizations.
We may choose to review public content for compliance with our community guidelines, but you acknowledge that Transifex has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.
Sharing Your words
The Services provide features that allow you to share your words with others or to make your words public. There are many things that users may do with those words (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. Transifex has no responsibility for that activity.
We may mediate between translation buyers and translation providers. We may redirect you to service provider partners for translation services. Service Buyers may enter and receive a quote for text translation into a number of languages. Orders for translation are received into a database system and are automatically dispatched to the translation provider. Upon completion, Transifex will receive the translated content and make it available to the Service Buyer.
Any dates provided for delivery of the translated content or for performing the services are approximate only. Unless otherwise expressly agreed by Transifex, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate these Terms. Transifex will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform.
Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of these Terms, constitute delivery to you. Risk in the translated content shall pass to you on delivery. Transifex may deliver by installments in such quantities as it may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle Service Buyers to cancel any other installments or repudiate these Terms as a whole.
Files and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not Transifex, will be fully responsible and liable for what you copy, share, upload, download, or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service.
You, and not Transifex, are responsible for maintaining and protecting all of your words. Transifex will not be liable for any loss or corruption of your words, or for any costs or expenses associated with backing up or restoring any of your words.
Limitations on Third Party Use
Only you are permitted to access or use the Services. You shall not license, sublicense, sell, resell, market, lease, loan, rent, transfer, assign, distribute, disclose, or make accessible to any third party, the Services, or otherwise commercially exploit the Services or grant any right to access or use the Services to any third party.
Limitations on Reverse Engineering and Modification
You shall not: (a) modify or improve the Services or make derivative works based upon the Services; (b) decompile, disassemble, or reverse engineer any object code that is part of the Services or attempt to reverse engineer, reconstruct, identify, or discover any source code of any such software, the structure, sequence, or organization of such source code or any algorithms, methods, or models contained therein; (c) “frame” or “mirror” any content on any other server or wireless or Internet-based device; (d) enter into time-sharing or data processing service arrangements involving use of Services with any third party; (e) remove any product identification, trademark, copyright, patent, or other notices or markings contained in, displayed by, or provided with the Services; or (f) access or use the Services in order to build any software, product, or service that is competitive or similar to the Services or any portion thereof.
Limitations on Use
You shall not: (a) submit any material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (b) interfere with, impede, or disrupt the integrity or performance of the Services or the data contained therein or part thereof; (c) attempt to gain unauthorized access to the Services or its related systems or networks; (d) access, use, or copy any portion of the Services, through the use of bots, spiders, Web crawlers, indexing agents, or other automated devices or mechanisms; (e) create any denial of service with respect to the Services; (f) falsify the origin of your communications, or attempt to do any of the foregoing; or (g) use the Services for any illegal or injurious purpose.
Please be advised that Transifex may monitor your use of and access to the Services to ensure compliance with these Terms and any other applicable rules, policies, deadlines and instructions. By using the Services, you expressly consent to such monitoring. If such monitoring reveals possible unauthorized use of the Services, Transifex may, among other things, suspend or terminate your access to the Services.
You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorize that activity. You should immediately notify Transifex of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of words or files to Transifex, it is your responsibility to use a secure encrypted connection to communicate with the Services.
Transifex Property and Feedback
These Terms do not grant you any right, title, or interest in the Services, the software used to provide the Services, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Transifex trademarks, logos, domain names, or other brand features.
Acceptable Use Policy
You will not, and will not attempt to, misuse the Services, and will use the Services only in a manner consistent with the Transifex Accepted Use Policy.
We may, but have no obligation to, remove your words or close an account containing your words that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms. However, we will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported using our DMCA Policy. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers.
The Services may contain links to third-party websites or resources. Transifex does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open-source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.
Marketing Activities, Use of Trademark
You hereby grant Transifex the right to use, reproduce, publish, perform and display, at its sole discretion, your trademarks, service marks, trade name, and/or logo (“Your Marks”) on the Website and in Transifex’s printed marketing materials, solely in connection with the Services. You retain all title in and to Your Marks. At any time, you may request in writing (at email@example.com) that Transifex cease to display Your Marks and Transifex will subsequently remove Your Marks from the Website and cease to use Your Marks in any future printed marketing materials.
- Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your Hosted Word, User or other applicable limits, (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, including additional Words, or (iv) otherwise agreed to in your Services Order Form (“Order Form”). We may also choose to decrease your fees upon written notice to you.
- Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.
- Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
- Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
- Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Transifex account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
- Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST.
- Withholding Tax. If you are required to deduct or withhold tax from payment of your Transifex invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).
You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.
Term and Termination
- Term and Renewal. Your initial subscription period will either be specified in your Services Order Form or will be monthly, and, unless otherwise specified in your Order Form, your subscription will automatically renew for the subscription period.
- Notice of Non-Renewal. Unless otherwise specified in your Order Form, to prevent renewal of your subscription, you must give written notice of non-renewal. The deadline for sending this notice is 45 days prior to your subscription term. We may also choose to not renew your subscription with a written notice of non-renewal to you.
- Early Cancellation. You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.
- Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
Transifex is Available “AS-IS”
Although we want to provide a great service, there are certain things about the Services that we cannot promise. THE SERVICES ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (We are not shouting- it’s just that these disclaimers are really important, so we want to highlight them). Transifex will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TRANSIFEX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT TRANSIFEX HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) ANY AMOUNT IN EXCESS OF THE FEES PAID BY YOU TO TRANSIFEX IN THE THREE (3) MONTH PERIOD PRIOR TO THE CLAIM ARISING. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.
Miscellaneous Legal Terms
THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN MATEO COUNTY, CALIFORNIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and Transifex with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third-party beneficiary rights. Transifex’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Transifex may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Transifex and you are not legal partners or agents; instead, our relationship is that of independent contractors.
A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Transifex agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.
We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.
If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
No waiver by either you or Transifex of any breach or default or failure to exercise any right allowed under these Terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these Terms. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of these Terms invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions of these Terms shall continue in full force and effect.
You are contracting with Transifex Limited. Correspondence should be directed to: Transifex Limited, 340 S Lemon Ave #1590, Walnut, CA 91789, USA.
If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
The provisions of these Terms apply equally to and are for the benefit of Transifex, its subsidiaries, affiliates and licensors, and each shall have the right to assert and enforce such provisions directly.