Terms and Conditions

LAST UPDATED: 01/20/25

Welcome, and thank you for your interest in General Translation, Inc., a Delaware Corporation ("General Translation") and General Translation's SDK and AI-powered translation services for translating applications and webpages (collectively, the "Services"). Please read these General Translation Terms and Conditions ("T&Cs") carefully. To sign up for or purchase a subscription to any of the Services hereunder, you must either: (1) execute an ordering document with General Translation that references these T&Cs, or (2) register for a subscription via General Translation's website (any such fully executed ordering document or online registration request that is accepted by General Translation is hereafter referred to as an "Order"). As part of the ordering process, you must identify the applicable entity or individual that is designated as the customer ("Customer"), and you acknowledge that if you are using the Services on behalf of, or within your capacity as, a representative, agent, or employee of any entity, then "Customer" as used herein will apply to such entity and such individual. All Orders are governed by and subject to these T&Cs, and these T&Cs, together with all Orders, may collectively be referred to as the "Agreement."

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN GENERAL TRANSLATION AND CUSTOMER THAT GOVERNS USE OF THE SERVICES. BY CLICKING "I ACCEPT," OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GENERAL TRANSLATION; (3) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY IDENTIFIED AS THE CUSTOMER, ON BEHALF OF SUCH ENTITY. BY CLICKING "I ACCEPT" OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF USE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

IF CUSTOMER SUBSCRIBES TO ANY OF THE SERVICES FOR A TERM (AS USED HERE, AN "INITIAL SUBSCRIPTION TERM"), THEN, UNLESS OTHERWISE INDICATED IN THE ORDER, CUSTOMER'S SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION TERM AT GENERAL TRANSLATION'S THEN-CURRENT PRICING UNLESS CUSTOMER DECLINES TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 3.3 BELOW.

1. SERVICES

1.1 Access and Use of Services

Subject to Customer's ongoing compliance with this Agreement (including timely payment of all applicable fees), General Translation grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to access and use the Services set forth in the applicable Order in accordance with any usage caps or limitations set forth in the applicable Order solely for Customer's use in translating its Customer Properties (defined in Section 1.4 below) and solely in accordance with the published documentation for the Services which is made available at generaltranslation.com/docs ("Documentation").

1.2 Accounts

As part of the set-up process, Customer may be asked to create one or more accounts on the Services for itself and/or its Authorized Users (defined in Section 1.3 below) (each, an "Account") and provide certain information as prompted in the account registration process. Customer represents and warrants that: (a) all Account registration information submitted by or on behalf of Customer is truthful and accurate; and (b) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer's and its Authorized Users' Accounts.

2. FEES; PAYMENT

2.1 Fees; Payment Terms

Customer agrees to pay to General Translation the fees for each of the Services that Customer purchases or uses in accordance with the pricing and payment terms set forth in the Order, as may be updated in accordance with the terms of this Agreement. Unless otherwise expressly set forth in an Order, all recurring fees for Services subscriptions will be billed to Customer in advance, and all usage-based fees or overages will be billed to Customer monthly in arrears. Unless otherwise expressly set forth in an Order, the Initial Subscription Term or the Renewal Subscription Term (as defined below) will continue and automatically renew on a recurring basis at regular intervals in accordance with Customer's elections at the time of sign up or in the applicable Order, unless and until Customer terminates Customer's subscription in accordance with Section 3.3, or Customer's Account is otherwise suspended or terminated pursuant to this Agreement.

2.2 Payment Method

Customer will be billed for all amounts due under this Agreement using the payment method on file or otherwise provided by Customer to General Translation or its third-party payment processor (currently, Stripe, Inc. and its affiliates). Customer must provide current, complete, and accurate information for Customer's payment method and promptly update all information to keep Customer's payment method current, complete, and accurate. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law.

2.3 Taxes

Fees do not include, and Customer must pay or reimburse General Translation for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement (other than taxes based on General Translation's net income). If General Translation has a legal obligation to pay or collect sales tax for which Customer is responsible, General Translation will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount.

3. TERM AND TERMINATION

3.1 Term

This Agreement will start on the effective date of Customer's first Order and, unless terminated earlier in accordance with this Agreement, will continue until all Orders hereunder have expired or been terminated for ninety (90) days. Additionally, in the event that all Orders have expired or terminated, either party may terminate this Agreement upon written notice to the other party.

3.2 Subscription Term; Automatic Renewal

The duration of Customer's Initial Subscription Term will be as set forth in such Order, and, unless otherwise indicated in the Order, shall automatically renew on a recurring basis for additional subscription periods of the same duration as the Initial Subscription Term (each renewal, a "Renewal Subscription Term") until terminated by Customer or General Translation as set forth below. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, the "Subscription Term."

3.3 Termination of Recurring Subscriptions

Customer may cancel its automatically renewing subscriptions via Customer's Account with General Translation's third-party payment processor or via the features and functionality of the Services (e.g., clicking "Unsubscribe"). Unless otherwise set forth in an Order, General Translation may terminate Customer's automatically renewing subscription at any time in its sole discretion upon written notice; provided that if General Translation terminates Customer's subscription during the Subscription Term, General Translation shall provide a refund for any amounts previously paid for Services not yet performed.

3.4 Termination for Cause

General Translation may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer's account is suspended for nonpayment pursuant to Section 3.6. Additionally, either party may terminate this Agreement and all Orders in the event that: (a) the other party is in material breach of this Agreement, which is not cured within thirty (30) days after written notice of such breach; or (b) the other party files for or is adjudicated bankrupt or suffers any other analogous event.

3.5 Effect of Termination

Upon the effective date of expiration or termination of this Agreement for any reason: (a) all outstanding Orders and access to the Services will automatically terminate; and (b) all outstanding payment obligations of Customer become due and payable immediately. All definitions and the following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.7, 1.8, 1.9, 3.5, 3.6, 4.1 (with respect to Performance Data), 4.2 - 4.5, and 5 - 7.

3.6 Delinquent Accounts; Suspension

If any amount under this Agreement is due but unpaid, General Translation reserves the right to suspend, terminate, or downgrade any or all of the Services, in its sole discretion, until such time that all amounts due under this Agreement are paid in full. In addition to the amount due for the Services, Customer will be charged with, and Customer agrees to pay, fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees.

4. LICENSE; OWNERSHIP

4.1 License from Customer

As between the parties, Customer retains its ownership of all right, title and interest in and to any content, materials, or data that is uploaded, transmitted or otherwise provided to the Services by or on behalf of, or at the direction of, Customer or its Authorized Users (collectively, the "Customer Content"), provided that General Translation is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to: (a) use, copy, reproduce, modify, adapt, prepare derivative works from, and translate the Customer Content (in whole or in part) for the purposes of operating and providing the Services to Customer and Customer's Authorized Users; and (b) collect, access, process, and analyze log and other performance data related to the Services and related systems technologies ("Performance Data") and use such Performance Data to troubleshoot, improve, and enhance the Services, and for other development, diagnostic, security, and corrective purposes.

4.2 Customer Content Responsibilities and Restrictions

The Customer Content made accessible on the Services is the sole responsibility of Customer. This means that Customer, and not General Translation, is solely responsible for all Customer Content, including its accuracy, completeness, and suitability. Customer further agrees, represents, and warrants that: (a) it has all right, title, interest, authorizations, and permissions to grant the license set forth in Section 4.1 and to enable General Translation to translate the Customer Content, (b) the Customer Content will not violate, infringe, or misappropriate any third party's rights (including intellectual property rights), constitute an invasion of privacy or misappropriation of publicity rights, or otherwise violate General Translation's IP Policy.

4.3 Customer Content Data Storage

Customer acknowledges that General Translation has no obligation to, and does not offer a feature to, back-up or archive the Services or any Customer Content and that Customer assumes all risks associated with access and use of the Customer Content in connection with the Services. General Translation expressly disclaims all other obligations with respect to storage of such Customer Content. Without limiting the foregoing, General Translation reserves the right to delete any and all Customer Content in its discretion in the event that Customer terminates its subscription to the Services.

4.4 Ownership

Except for the limited rights granted in this Agreement, General Translation hereby retains all right, title and interest, including all intellectual property rights, in and to the General Translation Technology. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY GENERAL TRANSLATION.

4.5 Feedback

Customer hereby grants (and represents and warrants that it has all rights to grant) to General Translation and its affiliates a worldwide, nonexclusive, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose and exploit without restriction all feedback and suggestions provided by Customer and its Authorized Users (collectively, "Feedback"), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the General Translation Technology or any portion thereof.

5. INDEMNIFICATION

Customer shall indemnify, defend and hold harmless General Translation and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "General Translation Entities") from and against any loss or damage (including reasonable attorney's fees) resulting from any third-party claim brought against General Translation arising out of or relating to: (a) the Customer Content or any Customer Property, including, without limitation, any claim alleging that any use or translation thereof infringes or misappropriates any third party's rights or violates applicable laws; (b) Customer's or its Authorized Users' failure to use the Services in accordance with this Agreement or otherwise comply with the terms of this Agreement; or (c) Customer's violation or alleged violation of Sections 1.5, 1.8, or 4.2. General Translation reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will fully cooperate with General Translation in asserting any available defenses.

6. DISCLAIMER; LIMITATION OF LIABILITY

6.1 Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) THE GENERAL TRANSLATION TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY GENERAL TRANSLATION OR THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE RESULTS) ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS; (b) THE GENERAL TRANSLATION ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE GENERAL TRANSLATION TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY GENERAL TRANSLATION OR THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE RESULTS), INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE OR RELIANCE.

ALL MATERIALS, RECOMMENDATIONS, OR CONTENT MADE AVAILABLE THEREIN (INCLUDING, WITHOUT LIMITATION, THE RESULTS) ARE FOR INFORMATIONAL PURPOSES ONLY. THE GENERAL TRANSLATION ENTITIES DO NOT WARRANT ANY THIRD-PARTY SERVICES, INCLUDING ANY AI TOOLS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE GENERAL TRANSLATION ENTITIES DO NOT WARRANT THAT THE GENERAL TRANSLATION TECHNOLOGY OR ANY RESULT WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE GENERAL TRANSLATION TECHNOLOGY (INCLUDING THE SERVICES) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT TO, OR HOW TO, USE ANY RESULT THAT IS MADE AVAILABLE VIA THE SERVICES. WITHOUT LIMITING THE FOREGOING, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND GENERAL TRANSLATION WILL HAVE NO LIABILITY FOR, ANY DECISIONS MADE BY CUSTOMER OR CUSTOMER'S AUTHORIZED USERS BASED UPON THE RESULTS.

6.2 Beta Features

FROM TIME TO TIME, GENERAL TRANSLATION MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT GENERAL TRANSLATION'S SOLE DISCRETION. THE PROVISIONS OF SECTION 6 APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

6.3 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE GENERAL TRANSLATION ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE GENERAL TRANSLATION ENTITIES' TOTAL LIABILITY (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. EXCEPT FOR ANY ACTION BY GENERAL TRANSLATION FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

7. GENERAL PROVISIONS

7.1 Assignment

Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that General Translation may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions.

7.2 Force Majeure

Except for the obligation to pay all fees due, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet.

7.3 Governing Law

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for San Francisco, California for any lawsuit filed there against Customer by General Translation arising from or related to this Agreement.

7.6 Miscellaneous

This Agreement is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. In the event of any conflict between the terms of an Order and the terms of the T&Cs, the terms of the T&Cs will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in the Agreement. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of General Translation to object to such terms.