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PHRASE TERMS OF SERVICE

Thank you for your interest in the Phrase Solutions. Please read carefully through these Terms of Service before accessing or using the Phrase Solutions. These Terms of Service constitute a legally binding agreement between Customer and Phrase governing the use of a Phrase Solution.

By assenting electronically, or accessing, installing or using a Phrase Solution, Customer accepts all the terms and conditions of these Terms of Service.

SECTION 1: DEFINITIONS

Affiliate means, in respect of any party, any entity that directly or indirectly has Control over, is under Control of, or is under common Control with such party.

Affiliated Services has the meaning given to it in Section 11.3.

API means an application programming interface or connector made available by Phrase to Customer to enable integration between the Phrase Solutions and another specified software, system or solution.

Beta Solution has the meaning given to it in Section 10.5.

CCPA means California Consumer Privacy Act of 2018 (sections 1798.100 through 1798.199).

Control means direct or indirect ownership or control of more than 50% of the voting interests of the relevant entity.

Customer Content is any content  that Customer or its Users upload to, or create, or translate (including the translated content) within the Phrase Solutions.

Customer is an individual or a legal entity accepting these Terms of Service. If Customer uses Phrase Solutions on behalf of a company or another legal entity, Customer attests that Customer has the authority to legally bind such an entity. 

Customer Personal Data means any Personal Data that is supplied by or on behalf of a Customer to Phrase (including where Phrase has access to Personal Data held by Customer or on its behalf) or which Phrase collects, generates or otherwise processes on behalf of Customer.

Data Processing Addendum means the data processing addendum contained in Annex 1 to these Terms of Service.

Data Protection Laws means all applicable laws concerning the processing of data relating to living persons, including as applicable the GDPR, the UK GDPR, and the CCPA.

Data Subject means each identified or identifiable (whether directly or indirectly) natural person to whom any Customer Personal Data relates.

Documentation means, with respect to a Phrase Solution, all specifications, user manuals, instructions and any related documentation made available by Phrase for the operation and use of the Phrase Solution, including as contained at: https://support.phrase.com/hc.

Free Phrase Solution means any Phrase Solution which Phrase agrees to make available to Customer without charge, whether on a trial basis or otherwise. 

Generative AI Capabilities has the meaning given to it in Section 7.6.

GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, including but not limited to patents, works of authorship, including copyrights, trademarks, design rights, trade secrets, database rights, rights in computer software, know-how and any other proprietary rights in any form, in any media, whether now known or hereafter devised, and whether subsisting in any country or jurisdiction.

LSP means a Customer who subscribes for a Phrase Solution solely for use in its capacity as a language service provider to its customers.

Non-Affiliated Service  has the meaning given to it in Section 11.1.

Online Subscription Plan means, in the case of those Customers who subscribed for a Phrase Solution online (without an Order Form), the subscription plan for that Phrase Solution (including its pricing, available features and functionality, and number of authorised Users), incorporating the terms and conditions set out herein.

Order Form means a physical or electronic document that may be executed by Phrase and Customer relating to a Phrase Solution which Customers subscribes for, and incorporating the terms and conditions set out herein.

Permitted Purpose has the meaning given to it in Section 12.2.

Personal Data means any information relating to an identified or identifiable living individual.

Personal Data Breach means any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data transmitted, stored, or otherwise processed.

Phrase means Phrase a.s. (formerly Memsource a.s.), a joint stock company incorporated under the laws of the Czech Republic, with its registered office at Václavské náměstí 2132/47, Nové Město, 110 00 Prague 1, Czech Republic, Identification Number: 247 07 139, registered in the Commercial Register under file number B 20324, maintained by the Municipal Court in Prague, Czech Republic.

Phrase Content means any messages or other communications or other information, data, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), software, music, sound, photographs, graphics and video transmitted, entered, or stored by Phrase, into and as part of a Phrase Solution, but excluding, for the avoidance of doubt, the Customer Content.

Phrase Group means Phrase and any other subsidiaries under the Control of Phrase Group Holding s.r.o., a limited liability company incorporated under the laws of the Czech Republic, with its registered office at Václavské náměstí 2132/47, Nové Město, 110 00 Prague 1, Czech Republic, Identification Number: 088 45 026, registered in the Commercial Register under file number C 326327, maintained by the Municipal Court in Prague.

Phrase Solution means any solution, software, and cloud, support and other services subscribed for by Customer under the Order Form or Online Subscription Plan, or as Phrase may make available to Customer in connection therewith.

Standard Contractual Clauses means the Standard Contractual Clauses as adopted by the EU Commission Implementing Decision EU 2021/914 of June 4, 2021; and with respect to processing of Personal Data subject to personal data protection laws of the United Kingdom also the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by issued by the Information Commissioner of the United Kingdom; including any required addendum, or their replacement.

Subscription Fees means the fees, charges or other amounts payable to Phrase under an Order Form or an Online Subscription Plan.

Subscription Period means the minimum period of time, as stated in the Order Form or Online Subscription Plan, which Customer has agreed to subscribe to a Phrase Solution.

Taxes any taxes, levies, duties, export or import fees, or other governmental assessments of any nature, including but not limited to value-added sales, excise, use or withholding taxes, imposed or assessed by any jurisdiction.

Terms of Service means these terms of service (including the Data Processing Addendum, and the policies and documents referred to herein), together with the Order Form or the Online Subscription Plan (as applicable).

Text Based Outputs has the meaning given to it in Section 3.4.2.

UK GDPR means the “applied GDPR” as defined in section 3 of the Data Protection Act 2018.

User is a natural person who is Customer’s employee or contractor and who Customer has identified to Phrase as being authorised to use a Phrase Solution; provided, however, in the case of Customers which are using the Phrase Solution in their capacity as an LSP, “Users” will also include the employees and contractors of their customers for the purposes of enabling collaboration on joint projects.

SECTION 2: REGISTRATION

2.1 In order to use a Phrase Solution, Customer must register via the Phrase sign-up page and provide certain identifying information and contact details, including an email address. Customer is required to maintain and promptly update all information provided by Customer during its registration process, and any other information it provides to Phrase, so that it remains true, accurate, up-to-date and complete at all times.

SECTION 3: RIGHTS OF USE

3.1 Subject to Customer’s compliance with these Terms of Service, Phrase grants Customer a non-exclusive, non-transferable, and non-sublicensable licence (other than as expressly permitted with respect to Users herein) during the Subscription Period to use the Phrase Solution for Customer’s internal business purposes in accordance with the Documentation. The Subscription Period will commence on the subscription start date, as set out in the Order Form or the Online Subscription Plan.

3.2 Subject to Section 3.3, Customer grants Phrase a non-exclusive, non-transferable, and non-sublicensable (other than to the other members of the Phrase Group and its suppliers) licence to use the Customer Content for the purposes of providing the Phrase Solution to Customer and to maintain and enhance its products and service offerings, including for the purposes of trend analysis. 

3.3 The Phrase Group may use the Customer Content to train its machine learning models and algorithms (“ML Models”) in order to enhance and optimise its solutions and offerings. This will not result in Customer Content being shared with, or made available to, other customers of the Phrase Group. Sections 3.4 and 3.5 below set out the circumstances under which Customer Content may be used by the Phrase Group to train ML Models.

3.4 ML Models used in the Phrase Solutions

3.4.1 Non-Text Generative Output. The Phrase Group may use the Customer Content to train ML Models which are not designed to deliver an output to a customer in the form of a sequence of words or phrases. For example, such a model may be trained to choose the best machine translation service provider for a customer based on its specific needs, or to provide an estimated quality assessment score for a particular machine translation task. The Phrase Group may make such ML Models available for use by its customers.

3.4.2 Text Generative Output. Subject to Customer’s prior approval, the Phrase Group may use the Customer Content to train ML Models which are designed to deliver an output in the form of words or phrases (“Text Based Outputs”), such as translations, translation memories or term bases. If Customer subscribes for a customised machine translation solution (e.g., Phrase Custom AI), Phrase will use the Customer Content to train a machine learning model with Text-Based Outputs for Customer’s specific needs; however, Phrase will never make that customised model available to any other customer. 

3.5 Internal Research

Notwithstanding the foregoing, the Phrase Group may use the Customer Content to train any ML Models for internal research purposes only and provided such models are not made available to any customers or used within the Phrase Solutions.

SECTION 4: OWNERSHIP

4.1 All Intellectual Property Rights related to a Phrase Solution (including any and all modifications, enhancements, upgrades and updates thereto), Phrase Content and the Documentation are the exclusive property of, and remain vested in, Phrase and, where applicable, its licensors.  All rights not expressly granted to Customer under these Terms of Service are reserved. 

4.2 As between Phrase and Customer, Customer is, and will at all times, remain the owner of the Customer Content. Customer’s Intellectual Property Rights in the Customer Content will not be affected by use of a Phrase Solution.

4.3 Customer represents and warrants that it owns, or, to the extent applicable, has the necessary rights and permissions to use and authorise use of the Customer Content as described in these Terms of Service.

4.4 From time to time, Customer or its Users may provide the Phrase Group with feedback relating to the operation and functionality of a Phrase Solution, including suggestions, enhancement or feature requests, recommendations, and corrections. In such a case, Customer and its Users grant the Phrase Group a worldwide, exclusive, perpetual, irrevocable, royalty-free licence to use and incorporate such feedback into any Phrase Solution.

SECTION 5: TERM & TERMINATION

5.1 These Terms of Service will remain effective until they are terminated or expire in accordance with the terms herein.

5.2 Each of Customer and Phrase may serve notice to terminate these Terms of Service up to 30 days prior to the end of the then-current Subscription Period corresponding to a Phrase Solution, with such termination becoming effective at the end of such applicable Subscription Period. If neither party has served notice to terminate the provision of a Phrase Solution in accordance with the foregoing requirements, the Subscription Period shall be extended by an additional period corresponding to the initial Subscription Period. Notice of termination pursuant to this paragraph may be given electronically via the Phrase Solution. Alternatively, Customer can also contact Phrase via email at renewals@phrase.com.

5.3 The Subscription Fees during any renewal term will remain the same as they were during the preceding term unless Phrase notifies Customer of any change of Subscription Fees at least 60 days in advance of such renewal. 

5.4 Notwithstanding the foregoing, any Free Phrase Solution or Beta Solution made available to Customer will not automatically renew at the end of the applicable term for which it was expressly made available. Phrase reserves the right to terminate the provision of any Free Phrase Solution or Beta Solution at any time without notice to Customer.

5.5 Either party may terminate these Terms of Service if the other party materially or persistently breaches its obligations thereunder and fails to cure such breach (to the extent curable) within thirty (30) days of receiving written notice of such breach. 

5.6 In case of termination of these Terms of Service, the following terms shall survive: Sections 3.2 – 3.5 (Rights of Use), 4 (Ownership), 5 (Term & Termination), 6 (Fees & Payment), 10 (Warranty & Disclaimer), 12 (Confidentiality), 15 (Limitation of Liability), 17 – 25 (Miscellaneous) and 26 (Governing Law & Jurisdiction), and such other terms which are expressly or by implication intended to survive following termination.

SECTION 6: FEES & PAYMENT

6.1 Customer acknowledges and agrees to the Phrase Localisation Platform Pricing Terms contained here, which are incorporated by reference into these Terms of Service.

6.2 Unless otherwise specified in an Order Form or Online Subscription Plan, Subscriptions Fees will be invoiced in full to the Customer on the first day of the Subscription Period, and will be immediately due and owing. Invoices will be sent to the billing contact specified by Customer as part of the registration process.

6.3 Customer will make payment of all Subscription Fees in full to Phrase by the applicable due date. All Subscription Fees are non-cancellable and non-refundable. As a non-exclusive remedy, if Customer fails to pay any Subscription Fee or any other amount payable to Phrase on its due date, Phrase has the right to suspend Customer’s account and use of a Phrase Solution with immediate effect, until such time as all outstanding amounts have been paid. Any Subscriptions Fees not paid when due will bear interest from the due date until paid at a rate equal to 1.5% per month or the maximum allowed by law, accruing daily and compounding monthly.

6.4 The Subscription Fees are exclusive of any Taxes. Customer is responsible for the payment or withholding of all applicable Taxes (other than Taxes assessable against Phrase based on its profits) associated with its subscription to, or payment for, a Phrase Solution. If Phrase has a legal obligation to collect and remit Taxes for which Customer is responsible, Phrase will invoice Customer and Customer will pay Phrase that amount unless Customer provides us with a valid tax exemption certificate authorised by the appropriate taxing authority.  

6.5 Unless legally required, Customer’s payment of the Subscription Fees is not subject to any conditions which have not been expressly provided for in these Terms of Service. Without limiting the foregoing, Customer’s obligation to pay the Subscription Fees is not conditional upon Phrase including a Purchase Order number on an invoice and Phrase’s submission of information to a vendor portal or similar.

SECTION 7: USE OF PHRASE SOLUTION

7.1 Customer will not, and will not permit any User to: (i) use any Phrase Solution except in accordance with these Terms of Service, the Documentation and applicable law and regulations; (ii) modify, adapt, alter, or copy any Phrase Solution; (iii) sell, resell, licence, distribute, rent or lease a Phrase Solution; (iv) use any Phrase Solution to store or transmit any “viruses,” “worms,” “Trojan horses,” “e-mail bombs,” “cancelbots” or other malicious computer code, files, scripts, agents or programs; (v) use any Phrase Solution to store or transmit deceptive, harmful, abusive infringing, defamatory or otherwise unlawful or tortious materials, or to store or transmit material in violation of (a) assist any fraud, deception or theft; (b) third-party privacy or other rights, or (c) confidentiality obligations to third parties; (vi) access or use any Phrase Solution in order to build a competitive product or service, or for benchmarking or other competitive services; (vii) interfere with or disrupt the integrity or performance of any Phrase Solution; (viii) attempt to gain unauthorised access to any Phrase Solution, or (ix) reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract any Phrase Solution or any portion of a Phrase Solution.

7.2 Customer acknowledges and agrees to the terms of Phrase’s Fair Use Policy contained here, which is incorporated by reference into these Terms of Service. Phrase may, at its sole discretion, adopt additional rules, policies and technical limits for permitted, fair and appropriate use of a Phrase Solution and may update them from time to time, in each case upon notice to Customer. All such rules and policies shall form part of these Terms of Service and shall be available in the Documentation.

7.3 Phrase may offer or make available a Phrase Solution for use by LSPs only (an “LSP Plan”). Customer is not permitted to subscribe for, access or use a Phrase Solution under a LSP Plan, unless it is an LSP. If Phrase suspects that a Customer has subscribed, accessed or used a Phrase Solution in breach of this Section 7.3, Phrase reserves the right to suspend Customer’s account. Phrase may ask Customer for reasonable documentation, information and evidence to demonstrate that it is an LSP. If, following this request, Phrase determines, at its sole discretion, that Customer is not an LSP, Phrase reserves the right to either: (i) immediately terminate the provision of the Phrase Solutions to such Customer without liability and without refund or cancellation of any Subscription Fee, or (ii) change the pricing, with retrospective effective, and terms of use for the relevant Phrase Solutions to conform with equivalent plans generally available for customers who are not LSPs.

7.4 Customer is solely responsible for ensuring that its computer systems, internet connections, IT infrastructure, peripherals, systems, servers, desktop and mobile devices and/or work stations comply with the minimum system requirements necessary to access and use any and all Phrase Solutions. Phrase shall not be responsible for any internet speed or connectivity issues at Customer’s location, or other problems related to Customer’s technology equipment, including third party internet service or Customer’s IT infrastructure

7.5 While Phrase endeavours to routinely back-up each Phrase Solution for its own business continuity and disaster recovery purposes, Customer acknowledges that the Phrase Solutions do not operate as a system of record. Customer is solely responsible for making and maintaining backup and archival copies of the Customer Content, and for downloading, migrating or transferring any Customer Content from any Phrase Solution prior to the termination or expiration of these Terms of Service. Phrase will not be liable for any loss, deletion, corruption or destruction of the Customer Content.

7.6 Phrase may incorporate generative artificial intelligence services in the Phrase Solutions (“Generative AI Capabilities”), including those provisioned, operated or supplied by OpenAI, LLC (“OpenAI”). Customer represents and warrants that: (i) it and its Users are permitted to use the Generative AI Capabilities pursuant to all applicable laws, rules and regulations, and (ii) it and its Users will only use the Generative AI Capabilities provisioned, operated or supplied by OpenAI if located in a jurisdiction listed here. Notwithstanding any other provision of these Terms of Service, Phrase does not give any representations or warranties that the output generated by any Generative AI Capabilities will be unique to Customer. 

7.7 Notwithstanding any other provision of these Terms of Service, in case of a suspected violation of this Section 7 or as may be required by law, Phrase reserves the right to immediately suspend or terminate (at its sole discretion) the provision of any Phrase Solution to Customer or any User.

SECTION 8: USER ACCESS

8.1 An Order Form or Online Subscription Plan may stipulate the maximum number of Users permitted to access and use a Phrase Solution. Under no circumstances may the number of Users exceed any such stated maximum number. 

8.2 Each User must register to use any Phrase Solution with a unique email address. Users’ login credentials (including username and passwords) (“Login Credentials”) may not be shared with any other person, and may only be used to access the Phrase Solution during one concurrent login session. A User account may be reassigned to a new individual User only where the User being replaced no longer requires use of the relevant Phrase Solution.

8.3 Customer shall, and shall procure that its Users, keep all Login Credentials to a Phrase Solution safe and confidential. 

8.4 If Customer or a User has reason to believe that an unauthorised person has knowledge of the Login Credentials or is otherwise accessing or using a Phrase Solution in an unauthorised manner, Customer must notify Phrase immediately and Customer and the User must change their password immediately. Phrase reserves the right to change a User’s password where it suspects unauthorised access or use.

8.5 Customer is responsible for ensuring its Users comply with the terms of these Terms of Service. Phrase reserves the right to suspend or terminate any User account where it reasonably suspects that the individual user is not a permitted or authorised User.

SECTION 9: UPDATES & MAINTENANCE

9.1 Phrase may update, upgrade, or otherwise modify any Phrase Solution from time to time (“Updates”); provided, however, if the Updates are anticipated to result in any anticipated downtime, Phrase will notify Customer in advance, to the extent reasonably possible.

9.2 Updates may involve adding, changing, limiting, depreciating or discontinuing certain features, functionality, or services of the Phrase Solution. Other than as where required by law and subject to Sections 7.2 and 11.4, Phrase will not implement any Updates which would materially adversely affect Customer’s usage of a Phrase Solution during the Subscription Period, with any such Updates only taking effect upon the renewal of the Subscription Period. 

SECTION 10: WARRANTY & DISCLAIMER

10.1 Subject to the remainder of this Section 10, Phrase warrants that it will provide any Phrase Solution to Customer in all material respects during the Subscription Period in accordance with its specifications as outlined in the Documentation.

10.2 Other than as set out in Section 10.1, each Phrase Solution is provided by Phrase on an “as is” basis without warranties of any kind. Phrase expressly disclaims any warranties, to the maximum extent permitted by law, whether expressed, implied or statutory, relating to any Phrase Solution or any support or ancillary services related thereto, including without limitation any warranty of merchantability, suitability, fitness for a particular purpose, and accuracy. Phrase does not warrant that any Phrase Solution will meet Customer’s requirements; that it will be uninterrupted, timely, available at any time or location, or error-free; that the information provided through a Phrase Solution is accurate, reliable or correct; or that any defects or errors will be corrected.

10.3 Phrase does not provide any warranty that the Customer Content (including, translation memory, pre-translated, machine translated or otherwise translated content) will be error-free, correct or fit for a particular purpose or meet any regulatory, professional or other standards requirements. Customer is solely responsible for the accuracy, completeness, suitability, quality, and legality of the Customer Content and its usage.

10.4 Phrase will not be liable, and the warranty under Section 10.1 will not apply, where any failure, fault, interruption, or unavailability with respect to a Phrase Solution occurs as a result of any of the following: (i) a Phrase Solution being used otherwise than in accordance with the Terms of Service (including any Documentation, technical limits and acceptable usage policies) or its intended use; (ii) Phrase has otherwise disclaimed liability or responsibility for such issue under these Terms of Service, (iii) failure by the Customer or any third party acting on behalf or for the benefit of the Customer to meet any minimum system and network requirements to access or use a Phrase Solution; (iv) any software, services or hardware not provided or supplied by Phrase, including Non-Affiliated Services, Affiliated Services, or any API of Phrase that relies upon integration or connectivity with third party software, services or hardware; and (v) any unauthorised modification of, or access to, a Phrase Solution or its related infrastructure.

10.5 The warranty provided under Section 10.1 will not apply to any Free Phrase Solution, or any product, service or feature identified as being a “beta”, “experimental”, or “pre-release” version (or similar) (a “Beta Solution”). Phrase may discontinue, modify, update or deprecate any Free Phrase Solution or Beta Solution at any time, without notice to Customer.

SECTION 11: THIRD PARTY SERVICES

11.1 Phrase may, at its sole discretion, enable Customer to integrate or connect the Phrase Solution with or to certain third-party software, services, websites, tools, applications, and systems which Customer, independent of its subscription to the Phrase Solution, has as a licence or right to use or access (“Non-Affiliated Services”). To enable such integration or connection, Phrase may supply or make available an API to Customer.  Customer acknowledges and agrees that: (i) Phrase merely facilitates the integration and connection between the Phrase Solution and the Non-Affiliated Services, (ii) Phrase is not responsible for, and disclaims all liability and warranties (whether express or implied) with respect to, the Non-Affiliated Services, including without limitation its efficacy, performance, operation, availability and data handling practices, (iii) subject to Section 11.2, Phrase has no responsibility for any incompatibility between the Phrase Solution and the Non-Affiliated Services, and (iv) usage of the Non-Affiliated Services is subject to the terms of service between Customer and the Non-Affiliated Service provider, to which Phrase is not a party. Customer represents and warrants on behalf of itself and its Users that: (a) they have all rights, licences and consents necessary to use the Non-Affiliated Services, including in the manner contemplated in this Section 11.1, (b) they are permitted to use the Non-Affiliated Services under all applicable laws, rules and regulations, and (c) they will comply in full with all terms and conditions governing usage of the Non-Affiliated Services between Customer and the Non-Affiliated Service provider. 

11.2 Notwithstanding Section 11.1(iii), if Customer pays Phrase a separate and specific Subscription Fee for an API as expressly provided under an Order Form or Online Subscription Plan, Phrase will use commercially reasonable efforts to ensure such API is compatible with the Non-Affiliated Service for its intended purpose, but solely to the extent that it is within Phrase’s reasonable control. 

11.3 Phrase may incorporate software, services, systems and tools supplied by third parties  within the Phrase Solution (“Affiliated Services”). Customer acknowledges that it may be required to accept additional terms and conditions to access and use certain Affiliated Services, and that certain Affiliated Services may not be available in the regions in which Customer and / or its Users are based. 

11.4 Phrase reserves the right to replace, limit, restrict, change or remove any (i) Affiliated Service from the Phrase Solution, and / or (ii) integration or connection between Non-Affiliated Service and the Phrase Solution. Phrase will use reasonable endeavours, to the extent reasonably possible, to notify Customer in advance of any such change to minimise disruption to Customer.

SECTION 12: CONFIDENTIALITY

12.1 For the purposes of this Section 12, “Confidential Information” means: (i) as it relates to Customer, the Customer Content (including any translations thereof), and (ii) as it relates to Phrase, the Phrase Content, and any non-public information relating to the Phrase Group’s products, services, methodology, research, customers, business partners, business plans, pricing, operations, and business.

12.2 Each Customer and Phrase agree, as it pertains to the other party’s Confidential Information, that: (i) it shall only use the Confidential Information for the purpose for which it was intended or as permitted pursuant to these Terms of Service (“Permitted Purpose”), (ii) it will not share it with any third party, other than its attorneys, auditors, employees, consultants and suppliers who strictly need-to-know the information in connection with the Permitted Purpose, and provided they are bound by confidentiality undertakings at least as restrictive as those set forth herein, and (iii) protect such Confidential Information from unauthorised use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

12.3 Each of Customer and Phrase may disclose the Confidential Information of the other party where it is required to do so by law, regulation or court order; provided, however, it provides reasonable advance notice of the disclosure to the other party, to the extent permitted by law.

12.4 The terms of this Section 12 shall supersede and replace any other confidentiality undertakings agreed between the parties relating to the same subject matter.

SECTION 13: PRIVACY & SECURITY

13.1 The Phrase Group will process Customer Personal Data, including any Customer Personal Data contained in the Customer Content, in accordance with the Phrase Group’s privacy statement available here (“Privacy Policy”), the Data Processing Addendum and Data Protection Laws.

13.2 Phrase will maintain appropriate administrative, technical, and procedural safeguards designed to protect the security, confidentiality and integrity of all Customer Content, which will include, but will not be limited to, measures designed to prevent unauthorised access to, or disclosure of Customer Content. A non-exhaustive list of Phrase’s information security measures is available on the Phrase security page.

13.3 During the online registration process, Customer may choose the physical location of the servers – from the options made available by Phrase – for storing the Customer Content within Phrase’s cloud infrastructure (“Preferred Location”). Phrase will store the Customer Content within Phrase’s cloud infrastructure in the Preferred Location; however, Customer acknowledges and agrees that the Phrase Group and its third party suppliers, subprocessors, employees, contractors and other personnel may also send, access, process and store the Customer Content outside of the Preferred Location. For more information visit this page.

13.4 Customer undertakes to (i) ensure that, before the Customer or a person acting on the Customer’s behalf provides Phrase with any Customer Personal Data, the relevant Data Subject to whom these Customer Personal Data relate to has been provided with information set out in the Privacy Policy, and (ii) notify Phrase without undue delay of any notice or complaint regarding any non-compliance with Data Protection Laws which the Customer receives and which may be relevant to the processing of Customer Personal Data by Phrase.

13.5 Customer will not, and will procure that its Users will not, upload or transmit, as part of the Customer Content or otherwise, any special categories of personal information (as defined in the GDPR) or sensitive personal information (as defined the CCPA) to the Phrase Solutions.

13.6 If an individual makes a written request to Customer to exercise any of their rights under Data Protection Laws in relation to processing of Customer Personal Data by Phrase, Customer undertakes to (i) promptly notify and provide reasonable details of the request to Phrase, and (ii) cooperate with Phrase with respect to responding to such request in accordance with Data Protection Laws (including in compliance with applicable deadlines and information requirements).

SECTION 14: EXPORT CONTROL

14.1 Customer represents, warrants and undertakes that: (i) neither it nor any of its Affiliates or Users are (a) a member of any of the denied persons list, unverified list, entity list, specially designated nationals list, debarred list, financial sanctions list or any other similar lists published by the U.S. Government, the United Kingdom, the European Union (or any of its member states) or the United Nations, or (b) owned or controlled by any individual, entity or organisation which is a member of any of the aforementioned lists; and (ii) it will not (and it will procure that its Affiliates and Users will not) access, use, export or re-export, directly or indirectly, any Phrase Solution, Customer Content (including any translations thereof), Phrase Content, or the Documentation in, or to, territories, countries, or jurisdictions for which an export licence or other approval is required under the laws of the United States, the United Kingdom, the European Union or any of its member states, without first obtaining such licence or other approval. Customer is solely responsible for ensuring that its access, importation and use of any Phrase Solution, the Customer Content, the Phrase Content and Documentation in or into any part of the jurisdiction in which it, its Affiliates or Users are located or elsewhere complies with all export and other laws. Phrase may immediately terminate these Terms of Service if Customer breaches this Section 14.1. 

SECTION 15: LIMITATION OF LIABILITY

15.1 Nothing in these Terms of Service will limit or exclude either Customer or Phrase’s liability (i) for fraud; (ii) for death or personal injury caused by its (or its employees’ or agents’) negligence; or (iii) to the extent that any applicable law precludes or prohibits any exclusion or limitation of liability. 

15.2 In no event will either Customer or Phrase be liable (whether based on a claim in contract, tort, (including negligence), under an indemnity, breach of statutory duty or otherwise), for: (i) indirect, incidental, consequential or special loss or damage; or (ii) any direct or indirect loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of business or loss of contracts, or the destruction, loss of use or corruption of data. 

15.3 Subject to Sections 15.1, 15.2 and 15.4, the total aggregate liability of Phrase arising out of, or in connection with any Phrase Solution or these Terms of Service, in each case, whether arising in tort (including negligence), for breach of contract, breach of statutory duty or under any indemnity, will be equal to 50% of the Subscription Fees paid by Customer for that Phrase Solution during the then-current Subscription Period.

15.4 Subject to Sections 15.1 and 15.2, the total aggregate liability of Phrase arising out of, or in connection with, any and all Free Phrase Solutions or Beta Solutions, in each case whether arising in tort (including negligence), for breach of contract, breach of statutory duty, or under any indemnity, will be limited to €25.

SECTION 16: AMENDMENTS

16.1 No amendment, alteration, or modification, of these Terms of Service or any document that these Terms of Service refer to will be binding unless made in writing and signed by the authorised representative of Phrase and the authorised representative of Customer.

16.2 Notwithstanding Section 16.1, Phrase reserves the right to amend these Terms of Service from time to time; provided, however, such amendments will not apply retroactively. Phrase will notify Customer of the proposed wording of the amended Terms of Service (or only those of its clauses which are subject to amendment) at least 30 days prior to the effective date of the proposed amendment. If, and solely to the extent, a proposed amendment will materially adversely affect Customer, Customer will have 15 days from receipt of such notice to notify Phrase of: (i) its specific objection to the proposed amendments, (ii) the manner in which it will be materially adversely affected by the proposed amendments, and (iii) its decision to terminate these Terms of Service, with such termination taking effect contemporaneous with the amendment subject of its objection coming into force (which Phrase may delay or postpone at its discretion). For the avoidance of doubt, Customer will not be entitled to a refund (whether partial or full) if it   terminates these Terms of Service in accordance with Clause 16.2.

16.3 If Customer does not terminate these Terms of Service in accordance with terms of the foregoing paragraph, the Customer will be bound by such amended Terms of Service as of the effective date of the amendments.

SECTION 17: FORCE MAJEURE

17.1 Phrase will not be liable for any failure or delay in performance arising wholly or partly from any event beyond the reasonable control of the Phrase Group and it suppliers, including without limitation, utility failures and shortages (including power), failure of the internet, failure of telecommunications or information technology services, failure of telecommunications or information technology equipment, strikes or other labour disturbances (including without limitation a strike or other labour disturbance arising in respect of the Phrase Group or any of its suppliers), pandemics, epidemics, acts of war or terror, denial of service attacks or other information technology attacks, hacks or breaches, floods, sabotage, explosion, fire, other natural disasters or adverse weather, government acts, or Acts of God.

SECTION 18: NON-ASSIGNMENT

18.1 Customer may not assign, transfer or novate any of its rights under the Terms of Service to any other party without Phrase’s express prior written consent.

SECTION 19: PUBLIC ANNOUNCEMENTS

19.1 Customer grants the Phrase Group the right to use its name, logo, trademarks and/or trade names in its marketing materials (including, press releases, webpages, social media posts, blogs, product brochures and financial reports) indicating that it is a customer of Phrase. All other public statements or releases will require the mutual consent of the parties.

SECTION 20: NOTICES

20.1 All notices and other communications given or made pursuant to these Terms of Service will be in writing and will be deemed effectively given upon the earliest of (i) actual receipt, (ii) personal delivery to the recipient, or (iii) any of the following if addressed to the recipient as set forth below: (a) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. For the purposes hereof, Phrase’s address is: FAO: The Legal Team, Phrase a.s., The Flow Building, Václavské náměstí 2132/47, Nové Město, 110 00 Prague 1, Czech Republic, and its electronic mail address is legal@phrase.com. Customer’s address and email address will be as set forth in the Order Form, or in the registration information as described in Section 2. Either party may update its contact details for the purposes hereof by providing the other Party with written notice in accordance with this Section 20.

20.2 Phrase may provide notices to Customer electronically via the Phrase Solution, in which case such notice will be deemed given when sent.

SECTION 21: ENTIRE AGREEMENT

21.1 These Terms of Service and the documents referred to in it contain the entire agreement between the parties relating to the subject matter contemplated by it and supersede all prior proposals, negotiations, representations, agreements and understandings between Customer and Phrase or its Affiliates relating to this subject matter, including those proposals, negotiations, representations, agreements and understandings contained in any Customer-provided purchase orders, codes of conduct (or similar), or other ancillary contractual documents. Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into these Terms of Service.

21.2 Customer acknowledges that, in agreeing to enter into these Terms of Service, it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in these Terms of Service).

21.3 Each party waives all rights and remedies which, but for this Section 21, might otherwise be available to it in respect of any such express or implied representation, warranty, collateral contract or other assurance. Nothing in this Section limits or excludes any liability for fraud.

SECTION 22: THIRD PARTY RIGHTS

22.1 These Terms of Service are made solely for the benefit of its parties and their respective successors and permitted assigns and no other person or entity will have or acquire any right by virtue of the operation of these Terms of Service. A person who is not a party to these Terms of Service may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

SECTION 23: NO PARTNERSHIP OR AGENCY

23.1 Neither these Terms of Service nor the cooperation of the parties contemplated under these Terms of Service will be deemed or construed to create any partnership, joint venture or agency relationship between the parties. Neither party is, nor will either party hold itself out to be, vested with any power or right to bind the other party contractually or act on behalf of the other party as a broker, agent or otherwise.

SECTION 24: WAIVER

24.1 Any provision of these Terms of Service may be waived only in a writing signed by the party providing the waiver. Any waiver or failure to enforce any provision of these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

SECTION 25: SEVERABILITY

25.1 If a court of competent jurisdiction holds any provision of these Terms of Service to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.

SECTION 26: GOVERNING LAW & JURISDICTION

26.1 These Terms of Service and any non-contractual obligations arising out of or in connection with them will be governed by and interpreted under the laws of England & Wales.

26.2 The courts of England & Wales will have exclusive jurisdiction to deal with any dispute or claim which arises out of, or in connection with, these Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.

Effective as of 5 June 2024
Version: 4.2

ANNEX 1: DATA PROCESSING ADDENDUM

DATA PROCESSING ADDENDUM

Section 1: General Terms Concerning the Processing of Customer Personal Data

1.1        This Data Processing Addendum forms part of Terms of Service. Capitalised terms in this Data Processing Addendum that are not defined herein shall have the same meanings as in the Terms of Service.

1.2        While a Phrase Solution does not primarily focus on the processing of Customer Personal Data for the purposes of providing and maintaining the intended service, Phrase recognises that Customer has the ability to upload Personal Data as part of the Customer Content to a Phrase Solution.

1.3        The parties acknowledge that when Phrase processes Customer Personal Data for the purposes of providing and maintaining a Phrase Solution to Customer, Customer is the controller of the Customer Personal Data, and Phrase is the processor. Phrase shall process the Customer Personal Data on Customer’s behalf and pursuant to Customer’s instructions. This Data Processing Addendum shall regulate the processing of such personal data. Without prejudice to the foregoing, the parties further acknowledge that Phrase is an independent controller in relation to such Customer Personal Data which Phrase uses for account administration, billing,  customer support, communicating with Customer and its Users, informing Customer and its Users of new services or features, performing internal analysis, enhancing its offerings and products, including training its ML Models (other than Custom AI), and any other activities where Phrase processes the Customer Personal Data for its own purposes. The nature and extent of processing, the type of personal data processed, the purposes and legal basis on which Phrase processes personal data as a data controller and the data subject’s rights, are described in detail in Phrase’s Privacy Policy available here. This Data Processing Addendum does not apply to situations where Phrase processes Customer Personal Data as a controller.

Section 2: Phrase’s obligations

2.1 Phrase shall:

2.1.1 only process Customer Personal Data within the Phrase Solution in accordance with Customer’s documented instructions, including to the extent necessary to provide and maintain the Phrase Solution and to comply with Phrase’s obligations under the Terms of Service;

2.1.2 unless otherwise prohibited by applicable laws, inform the Customer if it is required under applicable law to process Customer Personal Data other than in accordance with Customer’s instructions;

2.1.3 inform the Customer if, in Phrase’s opinion, any of Customer’s instructions would breach Data Protection Laws; 

2.1.4 keep the Customer Personal Data confidential and ensure that any person acting under Phrase’s authority who has access to Customer Personal Data has committed to confidentiality and must only process them in accordance with Customer’s instructions, unless required to do otherwise by applicable law; 

2.1.5 notify the Customer without undue delay after becoming aware of a Personal Data Breach in relation to the Personal Data processed on Customer’s behalf; and

2.1.6 not sell, as defined under the CCPA, the Customer Personal Data, processed on Customer’s behalf.

2.2 Phrase shall, taking into account the nature of the processing and the information available to it, assist the Customer in ensuring compliance with:

2.2.1 Customer’s obligations under the Data Protection Laws relating to security of processing, investigation and notification of a Personal Data Breach;

2.2.2 Customer’s obligation to communicate the Personal Data Breach to the data subject without undue delay, when the Personal Data Breach is likely to result in a high risk to the rights and freedoms of natural persons; and

2.2.3 Customer’s obligation to carry out a data protection impact assessment, if and to the extent an assessment is required to be carried out under the Data Protection Laws. 

Section 3: Details of Processing Activities

3.1 Phrase shall process Customer Personal Data only for the purpose of providing the Phrase Solution to Customer and its maintenance in accordance with Terms of Service.

3.2 Phrase does not have control over the Customer Content and Customer Personal Data uploaded to the Phrase Solution, which means that various categories of Personal Data relating to various categories of Data Subjects may be processed in the Phrase Solution. As a principle, the exact scope and categories of Personal Data, categories of Data Subjects are determined and controlled by the Customer at its own discretion.

3.3 Phrase will process Customer Personal Data for the purpose of providing and maintaining the Phrase Solution as long as the Customer Personal Data is uploaded to the Phrase Solution and for 60 days following Customer permanently deleting the Customer Personal Data from the Phrase Solution, unless expressly stated otherwise in the Terms of Service or a different deletion regime applies as described in the Documentation.

Section 4: Data Subject Rights

4.1 Phrase shall implement appropriate technical and organisational measures to assist the Customer with the fulfilment of Customer’s obligation to respond to requests by Data Subjects to exercise their rights laid down in applicable Data Protection Laws.

4.2 Phrase will inform Customer without undue delay upon receiving  a request from a Data Subject to erase, rectify or restrict any Customer Personal Data. Phrase will only erase, rectify or restrict such Customer Personal Data upon instruction from Customer.

4.3 Where appropriate, Phrase will reasonably assist and support the Customer in fulfilment of their obligations under the Data Protection Laws to respond to requests for exercising the Data Subject’s rights, in particular, to the extent applicable, the ‘right to be forgotten’, rectification, restriction, data portability, information and access rights.

4.4 Customer hereby agrees that Phrase shall not be liable if Customer does not take action on the Data Subject’s request, or if Customer does not respond correctly or in a timely manner.

Section 5: Security Measures

5.1 Phrase shall take into account the state of the art,  the costs of implementation, and the nature, scope, context, and purpose of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including the risk of unauthorised or unlawful processing of Personal Data, and of accidental or unlawful loss, alteration, unauthorised disclosure or destruction of, or damage to, Personal Data. The Security  Statement  on our website (which can be found at this link) includes further information about the specific technical and organisational measures adopted by Phrase.

Section 6: Sub-processors

6.1 Phrase shall:

6.1.1 engage sub-processors only in accordance with this Data Processing Addendum. The mechanism hereby stipulated shall be considered a general written authorization from Customer;

6.1.2 use only sub-processors which provide sufficient guarantees to implement measures that will ensure that the processing it carries out will meet the requirements of applicable Data Protection Laws and protect the rights of the Data Subjects;

6.1.3 publish the list of sub-processors currently engaged by Phrase. The list is available here and by accepting the Terms of Service, Customer agrees that Phrase may transfer Customer Personal Data to these sub-processors. Furthermore, the Customer agrees that Phrase may transfer Customer Personal Data to its Affiliates. Phrase may replace or engage additional sub-processors, however, before doing so, Phrase will notify Customer of this fact. If Customer has reasonable basis to object to the use of a new  sub-processor, Customer may notify such objection to Phrase within 15 days of Phrase giving notice. Phrase shall then discuss with the Customer whether Phrase is capable of accommodating Customer’s request not to use the relevant sub-processor. Otherwise, it will be understood that Customer agrees with Phrase engaging this new sub-processor;

6.1.4 before disclosing Customer Personal Data to any sub-processor, enter into a contract with that sub-processor imposing obligations on that sub-processor equivalent to those set out in this Data Processing Addendum;

6.1.5 remain fully liable to Customer for any failure of any sub-processor to fulfil its data protection obligations; and

6.1.6 before disclosing Customer Personal Data to any of its employees and representatives, and the employees and representatives of each of its sub-processors, in each case who have access to the Customer Personal Data, ensure that those persons are bound to hold the information in confidence to at least the same standard as required under this Agreement (whether under a written agreement or otherwise).

Section 7: Access to Personal Data of the Users

7.1 The Phrase Solution may allow Customer to access certain Personal Data of the Users. This may include information provided to Phrase by the Users, such as their first name, last name and email address, and also information collected by Phrase through the use of the Phrase Solution by the Users, such as translation time tracking.

7.2 If Customer accesses and processes this Personal Data, Customer will be regarded as a controller of such Personal Data. If Customer decides to process this Personal Data, Customer hereby undertakes that Customer will do so in line with all applicable legal requirements, in particular, that Customer will secure an appropriate legal basis for such processing (including for transfer of this Customer Personal Data to Customer) and that Customer will notify the Users of such processing of their Personal Data if required.

Section 8: Transfers of Personal Data

8.1 Customer acknowledges and accepts that the provision and maintenance of a Phrase Solution under the Terms of Service may require processing of Customer Personal Data by sub-processors in countries outside the European Economic Area.

8.2 Phrase may transfer Customer Personal Data to countries outside the European Economic Area or the UK, as applicable, only: (i) on the basis of an adequacy decision of the European Commission or the the UK Secretary of State, as applicable or (ii) if such transfer is subject to appropriate safeguards under the GDPR or UK GDPR, as applicable, including the Standard Contractual Clauses or binding corporate rules, or (iii) based on derogations specified by Article 49 of the GDPR or Article 49 of the UK GDPR, as applicable. 

Section 9: Compliance

9.1 Phrase shall, upon Customer’s reasonable written request, provide all information necessary to demonstrate Phrase’s compliance with this Data Processing Addendum, and allow Customer or an auditor appointed by Customer to carry out an audit once a year, including inspections of facilities, equipment, documents, and electronic data, relating to the processing of Personal Data by Phrase or any sub-processor, to verify compliance with this Data Processing Addendum, provided that:

9.1.1 Customer gives Phrase reasonable prior written notice of at least 60 days before any audit or inspection (unless a shorter notice period is required by Data Protection Laws);

9.1.2 Customer or an auditor appointed by Customer carries out the audit or inspection during normal business hours and uses reasonable endeavours not to cause any disruption to Phrase, its customers or any sub-processors; 

9.1.3 Customer or an auditor appointed by Customer carries out the audit or inspection in compliance with Phrase reasonable security, confidentiality and data protection rules and procedures and Data Protection Laws; and

9.1.4 any third party auditor enters into a non-disclosure agreement with Phrase.

9.2 Customer shall ensure that all information obtained or arising in connection with an information request or audit process shall be kept confidential (unless otherwise required by applicable law).

9.3 Any costs in relation to any audits and inspections under this Section will be borne by the Customer, unless a material non-compliance with this Data Processing Addendum has been identified. 

Section 10: Termination /Expiry

10.1 Phrase shall, unless expressly stated otherwise in the Terms of Service or otherwise agreed between the parties, within 60 days of termination of the Terms of Service delete the Customer Content and any Personal Data contained therein unless Phrase is required to retain a copy in accordance with any applicable law.

Please click here to access the previous version of the Phrase Terms of Service.

PHRASE TERMS OF SERVICE

Thank you for your interest in the Phrase Solutions. Please read carefully through these Terms of Service before accessing or using the Phrase Solutions. These Terms of Service constitute a legally binding agreement between Customer and Phrase governing the use of a Phrase Solution.

By assenting electronically, or accessing, installing or using a Phrase Solution, Customer accepts all the terms and conditions of these Terms of Service.

SECTION 1: DEFINITIONS

Affiliate means, in respect of any party, any entity that directly or indirectly has Control over, is under Control of, or is under common Control with such party.

Affiliated Services has the meaning given to it in Section 11.3.

API means an application programming interface or connector made available by Phrase to Customer to enable integration between the Phrase Solutions and another specified software, system or solution.

Beta Solution has the meaning given to it in Section 10.5.

CCPA means California Consumer Privacy Act of 2018 (sections 1798.100 through 1798.199).

Control means direct or indirect ownership or control of more than 50% of the voting interests of the relevant entity.

Customer Content is any content  that Customer or its Users upload to, or create, or translate (including the translated content) within the Phrase Solutions.

Customer is an individual or a legal entity accepting these Terms of Service. If Customer uses Phrase Solutions on behalf of a company or another legal entity, Customer attests that Customer has the authority to legally bind such an entity. 

Customer Personal Data means any Personal Data that is supplied by or on behalf of a Customer to Phrase (including where Phrase has access to Personal Data held by Customer or on its behalf) or which Phrase collects, generates or otherwise processes on behalf of Customer.

Data Processing Addendum means the data processing addendum contained in Annex 1 to these Terms of Service.

Data Protection Laws means all applicable laws concerning the processing of data relating to living persons, including as applicable the GDPR, the UK GDPR, and the CCPA.

Data Subject means each identified or identifiable (whether directly or indirectly) natural person to whom any Customer Personal Data relates.

Documentation means, with respect to a Phrase Solution, all specifications, user manuals, instructions and any related documentation made available by Phrase for the operation and use of the Phrase Solution, including as contained at: https://support.phrase.com/hc.

Free Phrase Solution means any Phrase Solution which Phrase agrees to make available to Customer without charge, whether on a trial basis or otherwise. 

Generative AI Capabilities has the meaning given to it in Section 7.6.

GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, including but not limited to patents, works of authorship, including copyrights, trademarks, design rights, trade secrets, database rights, rights in computer software, know-how and any other proprietary rights in any form, in any media, whether now known or hereafter devised, and whether subsisting in any country or jurisdiction.

LSP means a Customer who subscribes for a Phrase Solution solely for use in its capacity as a language service provider to its customers.

Non-Affiliated Service  has the meaning given to it in Section 11.1.

Online Subscription Plan means, in the case of those Customers who subscribed for a Phrase Solution online (without an Order Form), the subscription plan for that Phrase Solution (including its pricing, available features and functionality, and number of authorised Users), incorporating the terms and conditions set out herein.

Order Form means a physical or electronic document that may be executed by Phrase and Customer relating to a Phrase Solution which Customers subscribes for, and incorporating the terms and conditions set out herein.

Permitted Purpose has the meaning given to it in Section 12.2.

Personal Data means any information relating to an identified or identifiable living individual.

Personal Data Breach means any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data transmitted, stored, or otherwise processed.

Phrase means Phrase GmbH (formerly Memsource GmbH), a company with limited liability incorporated under the laws of Germany, with its registered office at ABC-Straße 4, 20354 Hamburg, VAT Number: DE265148725, registered in the Commercial register: District Court Hamburg HRB 109537. .

Phrase Content means any messages or other communications or other information, data, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), software, music, sound, photographs, graphics and video transmitted, entered, or stored by Phrase, into and as part of a Phrase Solution, but excluding, for the avoidance of doubt, the Customer Content.

Phrase Group means Phrase and any other subsidiaries under the Control of Phrase Group Holding s.r.o., a limited liability company incorporated under the laws of the Czech Republic, with its registered office at Václavské náměstí 2132/47, Nové Město, 110 00 Prague 1, Czech Republic, Identification Number: 088 45 026, registered in the Commercial Register under file number C 326327, maintained by the Municipal Court in Prague.

Phrase Solution means any solution, software, and cloud, support and other services subscribed for by Customer under the Order Form or Online Subscription Plan, or as Phrase may make available to Customer in connection therewith.

Standard Contractual Clauses means the Standard Contractual Clauses as adopted by the EU Commission Implementing Decision EU 2021/914 of June 4, 2021; and with respect to processing of Personal Data subject to personal data protection laws of the United Kingdom also the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by issued by the Information Commissioner of the United Kingdom; including any required addendum, or their replacement.

Subscription Fees means the fees, charges or other amounts payable to Phrase under an Order Form or an Online Subscription Plan.

Subscription Period means the minimum period of time, as stated in the Order Form or Online Subscription Plan, which Customer has agreed to subscribe to a Phrase Solution.

Taxes any taxes, levies, duties, export or import fees, or other governmental assessments of any nature, including but not limited to value-added sales, excise, use or withholding taxes, imposed or assessed by any jurisdiction.

Terms of Service means these terms of service (including the Data Processing Addendum, and the policies and documents referred to herein), together with the Order Form or the Online Subscription Plan (as applicable).

Text Based Outputs has the meaning given to it in Section 3.4.2.

UK GDPR means the “applied GDPR” as defined in section 3 of the Data Protection Act 2018.

User is a natural person who is Customer’s employee or contractor and who Customer has identified to Phrase as being authorised to use a Phrase Solution; provided, however, in the case of Customers which are using the Phrase Solution in their capacity as an LSP, “Users” will also include the employees and contractors of their customers for the purposes of enabling collaboration on joint projects.

SECTION 2: REGISTRATION

2.1 In order to use a Phrase Solution, Customer must register via the Phrase sign-up page and provide certain identifying information and contact details, including an email address. Customer is required to maintain and promptly update all information provided by Customer during its registration process, and any other information it provides to Phrase, so that it remains true, accurate, up-to-date and complete at all times.

SECTION 3: RIGHTS OF USE

3.1 Subject to Customer’s compliance with these Terms of Service, Phrase grants Customer a non-exclusive, non-transferable, and non-sublicensable licence (other than as expressly permitted with respect to Users herein) during the Subscription Period to use the Phrase Solution for Customer’s internal business purposes in accordance with the Documentation. The Subscription Period will commence on the subscription start date, as set out in the Order Form or the Online Subscription Plan.

3.2 Subject to Section 3.3, Customer grants Phrase a non-exclusive, non-transferable, and non-sublicensable (other than to the other members of the Phrase Group and its suppliers) licence to use the Customer Content for the purposes of providing the Phrase Solution to Customer and to maintain and enhance its products and service offerings, including for the purposes of trend analysis. 

3.3 The Phrase Group may use the Customer Content to train its machine learning models and algorithms (“ML Models”) in order to enhance and optimise its solutions and offerings. This will not result in Customer Content being shared with, or made available to, other customers of the Phrase Group. Sections 3.4 and 3.5 below set out the circumstances under which Customer Content may be used by the Phrase Group to train ML Models.

3.4 ML Models used in the Phrase Solutions

3.4.1 Non-Text Generative Output. The Phrase Group may use the Customer Content to train ML Models which are not designed to deliver an output to a customer in the form of a sequence of words or phrases. For example, such a model may be trained to choose the best machine translation service provider for a customer based on its specific needs, or to provide an estimated quality assessment score for a particular machine translation task. The Phrase Group may make such ML Models available for use by its customers.

3.4.2 Text Generative Output. Subject to Customer’s prior approval, the Phrase Group may use the Customer Content to train ML Models which are designed to deliver an output in the form of words or phrases (“Text Based Outputs”), such as translations, translation memories or term bases. If Customer subscribes for a customised machine translation solution (e.g., Phrase Custom AI), Phrase will use the Customer Content to train a machine learning model with Text-Based Outputs for Customer’s specific needs; however, Phrase will never make that customised model available to any other customer. 

3.5 Internal Research

Notwithstanding the foregoing, the Phrase Group may use the Customer Content to train any ML Models for internal research purposes only and provided such models are not made available to any customers or used within the Phrase Solutions.

SECTION 4: OWNERSHIP

4.1 All Intellectual Property Rights related to a Phrase Solution (including any and all modifications, enhancements, upgrades and updates thereto), Phrase Content and the Documentation are the exclusive property of, and remain vested in, Phrase and, where applicable, its licensors.  All rights not expressly granted to Customer under these Terms of Service are reserved. 

4.2 As between Phrase and Customer, Customer is, and will at all times, remain the owner of the Customer Content. Customer’s Intellectual Property Rights in the Customer Content will not be affected by use of a Phrase Solution.

4.3 Customer represents and warrants that it owns, or, to the extent applicable, has the necessary rights and permissions to use and authorise use of the Customer Content as described in these Terms of Service.

4.4 From time to time, Customer or its Users may provide the Phrase Group with feedback relating to the operation and functionality of a Phrase Solution, including suggestions, enhancement or feature requests, recommendations, and corrections. In such a case, Customer and its Users grant the Phrase Group a worldwide, exclusive, perpetual, irrevocable, royalty-free licence to use and incorporate such feedback into any Phrase Solution.

SECTION 5: TERM & TERMINATION

5.1 These Terms of Service will remain effective until they are terminated or expire in accordance with the terms herein.

5.2 Each of Customer and Phrase may serve notice to terminate these Terms of Service up to 30 days prior to the end of the then-current Subscription Period corresponding to a Phrase Solution, with such termination becoming effective at the end of such applicable Subscription Period. If neither party has served notice to terminate the provision of a Phrase Solution in accordance with the foregoing requirements, the Subscription Period shall be extended by an additional period corresponding to the initial Subscription Period. Notice of termination pursuant to this paragraph may be given electronically via the Phrase Solution. Alternatively, Customer can also contact Phrase via email at renewals@phrase.com.

5.3 The Subscription Fees during any renewal term will remain the same as they were during the preceding term unless Phrase notifies Customer of any change of Subscription Fees at least 60 days in advance of such renewal. 

5.4 Notwithstanding the foregoing, any Free Phrase Solution or Beta Solution made available to Customer will not automatically renew at the end of the applicable term for which it was expressly made available. Phrase reserves the right to terminate the provision of any Free Phrase Solution or Beta Solution at any time without notice to Customer.

5.5 Either party may terminate these Terms of Service if the other party materially or persistently breaches its obligations thereunder and fails to cure such breach (to the extent curable) within thirty (30) days of receiving written notice of such breach. 

5.6 In case of termination of these Terms of Service, the following terms shall survive: Sections 3.2 – 3.5 (Rights of Use), 4 (Ownership), 5 (Term & Termination), 6 (Fees & Payment), 10 (Warranty & Disclaimer), 12 (Confidentiality), 15 (Limitation of Liability), 17 – 25 (Miscellaneous) and 26 (Governing Law & Jurisdiction), and such other terms which are expressly or by implication intended to survive following termination.

SECTION 6: FEES & PAYMENT

6.1 Customer acknowledges and agrees to the Phrase Localisation Platform Pricing Terms contained here, which are incorporated by reference into these Terms of Service.

6.2 Unless otherwise specified in an Order Form or Online Subscription Plan, Subscriptions Fees will be invoiced in full to the Customer on the first day of the Subscription Period, and will be immediately due and owing. Invoices will be sent to the billing contact specified by Customer as part of the registration process.

6.3 Customer will make payment of all Subscription Fees in full to Phrase by the applicable due date. All Subscription Fees are non-cancellable and non-refundable. As a non-exclusive remedy, if Customer fails to pay any Subscription Fee or any other amount payable to Phrase on its due date, Phrase has the right to suspend Customer’s account and use of a Phrase Solution with immediate effect, until such time as all outstanding amounts have been paid. Any Subscriptions Fees not paid when due will bear interest from the due date until paid at a rate equal to 1.5% per month or the maximum allowed by law, accruing daily and compounding monthly.

6.4 The Subscription Fees are exclusive of any Taxes. Customer is responsible for the payment or withholding of all applicable Taxes (other than Taxes assessable against Phrase based on its profits) associated with its subscription to, or payment for, a Phrase Solution. If Phrase has a legal obligation to collect and remit Taxes for which Customer is responsible, Phrase will invoice Customer and Customer will pay Phrase that amount unless Customer provides us with a valid tax exemption certificate authorised by the appropriate taxing authority.  

6.5 Unless legally required, Customer’s payment of the Subscription Fees is not subject to any conditions which have not been expressly provided for in these Terms of Service. Without limiting the foregoing, Customer’s obligation to pay the Subscription Fees is not conditional upon Phrase including a Purchase Order number on an invoice and Phrase’s submission of information to a vendor portal or similar.

SECTION 7: USE OF PHRASE SOLUTION

7.1 Customer will not, and will not permit any User to: (i) use any Phrase Solution except in accordance with these Terms of Service, the Documentation and applicable law and regulations; (ii) modify, adapt, alter, or copy any Phrase Solution; (iii) sell, resell, licence, distribute, rent or lease a Phrase Solution; (iv) use any Phrase Solution to store or transmit any “viruses,” “worms,” “Trojan horses,” “e-mail bombs,” “cancelbots” or other malicious computer code, files, scripts, agents or programs; (v) use any Phrase Solution to store or transmit deceptive, harmful, abusive infringing, defamatory or otherwise unlawful or tortious materials, or to store or transmit material in violation of (a) assist any fraud, deception or theft; (b) third-party privacy or other rights, or (c) confidentiality obligations to third parties; (vi) access or use any Phrase Solution in order to build a competitive product or service, or for benchmarking or other competitive services; (vii) interfere with or disrupt the integrity or performance of any Phrase Solution; (viii) attempt to gain unauthorised access to any Phrase Solution, or (ix) reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract any Phrase Solution or any portion of a Phrase Solution.

7.2 Customer acknowledges and agrees to the terms of Phrase’s Fair Use Policy contained here, which is incorporated by reference into these Terms of Service. Phrase may, at its sole discretion, adopt additional rules, policies and technical limits for permitted, fair and appropriate use of a Phrase Solution and may update them from time to time, in each case upon notice to Customer. All such rules and policies shall form part of these Terms of Service and shall be available in the Documentation.

7.3 Phrase may offer or make available a Phrase Solution for use by LSPs only (an “LSP Plan”). Customer is not permitted to subscribe for, access or use a Phrase Solution under a LSP Plan, unless it is an LSP. If Phrase suspects that a Customer has subscribed, accessed or used a Phrase Solution in breach of this Section 7.3, Phrase reserves the right to suspend Customer’s account. Phrase may ask Customer for reasonable documentation, information and evidence to demonstrate that it is an LSP. If, following this request, Phrase determines, at its sole discretion, that Customer is not an LSP, Phrase reserves the right to either: (i) immediately terminate the provision of the Phrase Solutions to such Customer without liability and without refund or cancellation of any Subscription Fee, or (ii) change the pricing, with retrospective effective, and terms of use for the relevant Phrase Solutions to conform with equivalent plans generally available for customers who are not LSPs.

7.4 Customer is solely responsible for ensuring that its computer systems, internet connections, IT infrastructure, peripherals, systems, servers, desktop and mobile devices and/or work stations comply with the minimum system requirements necessary to access and use any and all Phrase Solutions. Phrase shall not be responsible for any internet speed or connectivity issues at Customer’s location, or other problems related to Customer’s technology equipment, including third party internet service or Customer’s IT infrastructure

7.5 While Phrase endeavours to routinely back-up each Phrase Solution for its own business continuity and disaster recovery purposes, Customer acknowledges that the Phrase Solutions do not operate as a system of record. Customer is solely responsible for making and maintaining backup and archival copies of the Customer Content, and for downloading, migrating or transferring any Customer Content from any Phrase Solution prior to the termination or expiration of these Terms of Service. Phrase will not be liable for any loss, deletion, corruption or destruction of the Customer Content.

7.6 Phrase may incorporate generative artificial intelligence services in the Phrase Solutions (“Generative AI Capabilities”), including those provisioned, operated or supplied by OpenAI, LLC (“OpenAI”). Customer represents and warrants that: (i) it and its Users are permitted to use the Generative AI Capabilities pursuant to all applicable laws, rules and regulations, and (ii) it and its Users will only use the Generative AI Capabilities provisioned, operated or supplied by OpenAI if located in a jurisdiction listed here. Notwithstanding any other provision of these Terms of Service, Phrase does not give any representations or warranties that the output generated by any Generative AI Capabilities will be unique to Customer. 

7.7 Notwithstanding any other provision of these Terms of Service, in case of a suspected violation of this Section 7 or as may be required by law, Phrase reserves the right to immediately suspend or terminate (at its sole discretion) the provision of any Phrase Solution to Customer or any User.

SECTION 8: USER ACCESS

8.1 An Order Form or Online Subscription Plan may stipulate the maximum number of Users permitted to access and use a Phrase Solution. Under no circumstances may the number of Users exceed any such stated maximum number. 

8.2 Each User must register to use any Phrase Solution with a unique email address. Users’ login credentials (including username and passwords) (“Login Credentials”) may not be shared with any other person, and may only be used to access the Phrase Solution during one concurrent login session. A User account may be reassigned to a new individual User only where the User being replaced no longer requires use of the relevant Phrase Solution.

8.3 Customer shall, and shall procure that its Users, keep all Login Credentials to a Phrase Solution safe and confidential. 

8.4 If Customer or a User has reason to believe that an unauthorised person has knowledge of the Login Credentials or is otherwise accessing or using a Phrase Solution in an unauthorised manner, Customer must notify Phrase immediately and Customer and the User must change their password immediately. Phrase reserves the right to change a User’s password where it suspects unauthorised access or use.

8.5 Customer is responsible for ensuring its Users comply with the terms of these Terms of Service. Phrase reserves the right to suspend or terminate any User account where it reasonably suspects that the individual user is not a permitted or authorised User.

SECTION 9: UPDATES & MAINTENANCE

9.1 Phrase may update, upgrade, or otherwise modify any Phrase Solution from time to time (“Updates”); provided, however, if the Updates are anticipated to result in any anticipated downtime, Phrase will notify Customer in advance, to the extent reasonably possible.

9.2 Updates may involve adding, changing, limiting, depreciating or discontinuing certain features, functionality, or services of the Phrase Solution. Other than as where required by law and subject to Sections 7.2 and 11.4, Phrase will not implement any Updates which would materially adversely affect Customer’s usage of a Phrase Solution during the Subscription Period, with any such Updates only taking effect upon the renewal of the Subscription Period. 

SECTION 10: WARRANTY & DISCLAIMER

10.1 Subject to the remainder of this Section 10, Phrase warrants that it will provide any Phrase Solution to Customer in all material respects during the Subscription Period in accordance with its specifications as outlined in the Documentation.

10.2 Other than as set out in Section 10.1, each Phrase Solution is provided by Phrase on an “as is” basis without warranties of any kind. Phrase expressly disclaims any warranties, to the maximum extent permitted by law, whether expressed, implied or statutory, relating to any Phrase Solution or any support or ancillary services related thereto, including without limitation any warranty of merchantability, suitability, fitness for a particular purpose, and accuracy. Phrase does not warrant that any Phrase Solution will meet Customer’s requirements; that it will be uninterrupted, timely, available at any time or location, or error-free; that the information provided through a Phrase Solution is accurate, reliable or correct; or that any defects or errors will be corrected.

10.3 Phrase does not provide any warranty that the Customer Content (including, translation memory, pre-translated, machine translated or otherwise translated content) will be error-free, correct or fit for a particular purpose or meet any regulatory, professional or other standards requirements. Customer is solely responsible for the accuracy, completeness, suitability, quality, and legality of the Customer Content and its usage.

10.4 Phrase will not be liable, and the warranty under Section 10.1 will not apply, where any failure, fault, interruption, or unavailability with respect to a Phrase Solution occurs as a result of any of the following: (i) a Phrase Solution being used otherwise than in accordance with the Terms of Service (including any Documentation, technical limits and acceptable usage policies) or its intended use; (ii) Phrase has otherwise disclaimed liability or responsibility for such issue under these Terms of Service, (iii) failure by the Customer or any third party acting on behalf or for the benefit of the Customer to meet any minimum system and network requirements to access or use a Phrase Solution; (iv) any software, services or hardware not provided or supplied by Phrase, including Non-Affiliated Services, Affiliated Services, or any API of Phrase that relies upon integration or connectivity with third party software, services or hardware; and (v) any unauthorised modification of, or access to, a Phrase Solution or its related infrastructure.

10.5 The warranty provided under Section 10.1 will not apply to any Free Phrase Solution, or any product, service or feature identified as being a “beta”, “experimental”, or “pre-release” version (or similar) (a “Beta Solution”). Phrase may discontinue, modify, update or deprecate any Free Phrase Solution or Beta Solution at any time, without notice to Customer.

SECTION 11: THIRD PARTY SERVICES

11.1 Phrase may, at its sole discretion, enable Customer to integrate or connect the Phrase Solution with or to certain third-party software, services, websites, tools, applications, and systems which Customer, independent of its subscription to the Phrase Solution, has as a licence or right to use or access (“Non-Affiliated Services”). To enable such integration or connection, Phrase may supply or make available an API to Customer.  Customer acknowledges and agrees that: (i) Phrase merely facilitates the integration and connection between the Phrase Solution and the Non-Affiliated Services, (ii) Phrase is not responsible for, and disclaims all liability and warranties (whether express or implied) with respect to, the Non-Affiliated Services, including without limitation its efficacy, performance, operation, availability and data handling practices, (iii) subject to Section 11.2, Phrase has no responsibility for any incompatibility between the Phrase Solution and the Non-Affiliated Services, and (iv) usage of the Non-Affiliated Services is subject to the terms of service between Customer and the Non-Affiliated Service provider, to which Phrase is not a party. Customer represents and warrants on behalf of itself and its Users that: (a) they have all rights, licences and consents necessary to use the Non-Affiliated Services, including in the manner contemplated in this Section 11.1, (b) they are permitted to use the Non-Affiliated Services under all applicable laws, rules and regulations, and (c) they will comply in full with all terms and conditions governing usage of the Non-Affiliated Services between Customer and the Non-Affiliated Service provider. 

11.2 Notwithstanding Section 11.1(iii), if Customer pays Phrase a separate and specific Subscription Fee for an API as expressly provided under an Order Form or Online Subscription Plan, Phrase will use commercially reasonable efforts to ensure such API is compatible with the Non-Affiliated Service for its intended purpose, but solely to the extent that it is within Phrase’s reasonable control. 

11.3 Phrase may incorporate software, services, systems and tools supplied by third parties  within the Phrase Solution (“Affiliated Services”). Customer acknowledges that it may be required to accept additional terms and conditions to access and use certain Affiliated Services, and that certain Affiliated Services may not be available in the regions in which Customer and / or its Users are based. 

11.4 Phrase reserves the right to replace, limit, restrict, change or remove any (i) Affiliated Service from the Phrase Solution, and / or (ii) integration or connection between Non-Affiliated Service and the Phrase Solution. Phrase will use reasonable endeavours, to the extent reasonably possible, to notify Customer in advance of any such change to minimise disruption to Customer.

SECTION 12: CONFIDENTIALITY

12.1 For the purposes of this Section 12, “Confidential Information” means: (i) as it relates to Customer, the Customer Content (including any translations thereof), and (ii) as it relates to Phrase, the Phrase Content, and any non-public information relating to the Phrase Group’s products, services, methodology, research, customers, business partners, business plans, pricing, operations, and business.

12.2 Each Customer and Phrase agree, as it pertains to the other party’s Confidential Information, that: (i) it shall only use the Confidential Information for the purpose for which it was intended or as permitted pursuant to these Terms of Service (“Permitted Purpose”), (ii) it will not share it with any third party, other than its attorneys, auditors, employees, consultants and suppliers who strictly need-to-know the information in connection with the Permitted Purpose, and provided they are bound by confidentiality undertakings at least as restrictive as those set forth herein, and (iii) protect such Confidential Information from unauthorised use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

12.3 Each of Customer and Phrase may disclose the Confidential Information of the other party where it is required to do so by law, regulation or court order; provided, however, it provides reasonable advance notice of the disclosure to the other party, to the extent permitted by law.

12.4 The terms of this Section 12 shall supersede and replace any other confidentiality undertakings agreed between the parties relating to the same subject matter.

SECTION 13: PRIVACY & SECURITY

13.1 The Phrase Group will process Customer Personal Data, including any Customer Personal Data contained in the Customer Content, in accordance with the Phrase Group’s privacy statement available here (“Privacy Policy”), the Data Processing Addendum and Data Protection Laws.

13.2 Phrase will maintain appropriate administrative, technical, and procedural safeguards designed to protect the security, confidentiality and integrity of all Customer Content, which will include, but will not be limited to, measures designed to prevent unauthorised access to, or disclosure of Customer Content. A non-exhaustive list of Phrase’s information security measures is available on the Phrase security page.

13.3 During the online registration process, Customer may choose the physical location of the servers – from the options made available by Phrase – for storing the Customer Content within Phrase’s cloud infrastructure (“Preferred Location”). Phrase will store the Customer Content within Phrase’s cloud infrastructure in the Preferred Location; however, Customer acknowledges and agrees that the Phrase Group and its third party suppliers, subprocessors, employees, contractors and other personnel may also send, access, process and store the Customer Content outside of the Preferred Location. For more information visit this page.

13.4 Customer undertakes to (i) ensure that, before the Customer or a person acting on the Customer’s behalf provides Phrase with any Customer Personal Data, the relevant Data Subject to whom these Customer Personal Data relate to has been provided with information set out in the Privacy Policy, and (ii) notify Phrase without undue delay of any notice or complaint regarding any non-compliance with Data Protection Laws which the Customer receives and which may be relevant to the processing of Customer Personal Data by Phrase.

13.5 Customer will not, and will procure that its Users will not, upload or transmit, as part of the Customer Content or otherwise, any special categories of personal information (as defined in the GDPR) or sensitive personal information (as defined the CCPA) to the Phrase Solutions.

13.6 If an individual makes a written request to Customer to exercise any of their rights under Data Protection Laws in relation to processing of Customer Personal Data by Phrase, Customer undertakes to (i) promptly notify and provide reasonable details of the request to Phrase, and (ii) cooperate with Phrase with respect to responding to such request in accordance with Data Protection Laws (including in compliance with applicable deadlines and information requirements).

SECTION 14: EXPORT CONTROL

14.1 Customer represents, warrants and undertakes that: (i) neither it nor any of its Affiliates or Users are (a) a member of any of the denied persons list, unverified list, entity list, specially designated nationals list, debarred list, financial sanctions list or any other similar lists published by the U.S. Government, the United Kingdom, the European Union (or any of its member states) or the United Nations, or (b) owned or controlled by any individual, entity or organisation which is a member of any of the aforementioned lists; and (ii) it will not (and it will procure that its Affiliates and Users will not) access, use, export or re-export, directly or indirectly, any Phrase Solution, Customer Content (including any translations thereof), Phrase Content, or the Documentation in, or to, territories, countries, or jurisdictions for which an export licence or other approval is required under the laws of the United States, the United Kingdom, the European Union or any of its member states, without first obtaining such licence or other approval. Customer is solely responsible for ensuring that its access, importation and use of any Phrase Solution, the Customer Content, the Phrase Content and Documentation in or into any part of the jurisdiction in which it, its Affiliates or Users are located or elsewhere complies with all export and other laws. Phrase may immediately terminate these Terms of Service if Customer breaches this Section 14.1. 

SECTION 15: LIMITATION OF LIABILITY

15.1 Nothing in these Terms of Service will limit or exclude either Customer or Phrase’s liability (i) for fraud; (ii) for death or personal injury caused by its (or its employees’ or agents’) negligence; or (iii) to the extent that any applicable law precludes or prohibits any exclusion or limitation of liability. 

15.2 In no event will either Customer or Phrase be liable (whether based on a claim in contract, tort, (including negligence), under an indemnity, breach of statutory duty or otherwise), for: (i) indirect, incidental, consequential or special loss or damage; or (ii) any direct or indirect loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of business or loss of contracts, or the destruction, loss of use or corruption of data. 

15.3 Subject to Sections 15.1, 15.2 and 15.4, the total aggregate liability of Phrase arising out of, or in connection with any Phrase Solution or these Terms of Service, in each case, whether arising in tort (including negligence), for breach of contract, breach of statutory duty or under any indemnity, will be equal to 50% of the Subscription Fees paid by Customer for that Phrase Solution during the then-current Subscription Period.

15.4 Subject to Sections 15.1 and 15.2, the total aggregate liability of Phrase arising out of, or in connection with, any and all Free Phrase Solutions or Beta Solutions, in each case whether arising in tort (including negligence), for breach of contract, breach of statutory duty, or under any indemnity, will be limited to €25.

SECTION 16: AMENDMENTS

16.1 No amendment, alteration, or modification, of these Terms of Service or any document that these Terms of Service refer to will be binding unless made in writing and signed by the authorised representative of Phrase and the authorised representative of Customer.

16.2 Notwithstanding Section 16.1, Phrase reserves the right to amend these Terms of Service from time to time; provided, however, such amendments will not apply retroactively. Phrase will notify Customer of the proposed wording of the amended Terms of Service (or only those of its clauses which are subject to amendment) at least 30 days prior to the effective date of the proposed amendment. If, and solely to the extent, a proposed amendment will materially adversely affect Customer, Customer will have 15 days from receipt of such notice to notify Phrase of: (i) its specific objection to the proposed amendments, (ii) the manner in which it will be materially adversely affected by the proposed amendments, and (iii) its decision to terminate these Terms of Service, with such termination taking effect contemporaneous with the amendment subject of its objection coming into force (which Phrase may delay or postpone at its discretion). For the avoidance of doubt, Customer will not be entitled to a refund (whether partial or full) if it   terminates these Terms of Service in accordance with Clause 16.2.

16.3 If Customer does not terminate these Terms of Service in accordance with terms of the foregoing paragraph, the Customer will be bound by such amended Terms of Service as of the effective date of the amendments.

SECTION 17: FORCE MAJEURE

17.1 Phrase will not be liable for any failure or delay in performance arising wholly or partly from any event beyond the reasonable control of the Phrase Group and it suppliers, including without limitation, utility failures and shortages (including power), failure of the internet, failure of telecommunications or information technology services, failure of telecommunications or information technology equipment, strikes or other labour disturbances (including without limitation a strike or other labour disturbance arising in respect of the Phrase Group or any of its suppliers), pandemics, epidemics, acts of war or terror, denial of service attacks or other information technology attacks, hacks or breaches, floods, sabotage, explosion, fire, other natural disasters or adverse weather, government acts, or Acts of God.

SECTION 18: NON-ASSIGNMENT

18.1 Customer may not assign, transfer or novate any of its rights under the Terms of Service to any other party without Phrase’s express prior written consent.

SECTION 19: PUBLIC ANNOUNCEMENTS

19.1 Customer grants the Phrase Group the right to use its name, logo, trademarks and/or trade names in its marketing materials (including, press releases, webpages, social media posts, blogs, product brochures and financial reports) indicating that it is a customer of Phrase. All other public statements or releases will require the mutual consent of the parties.

SECTION 20: NOTICES

20.1 All notices and other communications given or made pursuant to these Terms of Service will be in writing and will be deemed effectively given upon the earliest of (i) actual receipt, (ii) personal delivery to the recipient, or (iii) any of the following if addressed to the recipient as set forth below: (a) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. For the purposes hereof, Phrase’s address is: FAO: The Legal Team, Phrase a.s., The Flow Building, Václavské náměstí 2132/47, Nové Město, 110 00 Prague 1, Czech Republic, and its electronic mail address is legal@phrase.com. Customer’s address and email address will be as set forth in the Order Form, or in the registration information as described in Section 2. Either party may update its contact details for the purposes hereof by providing the other Party with written notice in accordance with this Section 20.

20.2 Phrase may provide notices to Customer electronically via the Phrase Solution, in which case such notice will be deemed given when sent.

SECTION 21: ENTIRE AGREEMENT

21.1 These Terms of Service and the documents referred to in it contain the entire agreement between the parties relating to the subject matter contemplated by it and supersede all prior proposals, negotiations, representations, agreements and understandings between Customer and Phrase or its Affiliates relating to this subject matter, including those proposals, negotiations, representations, agreements and understandings contained in any Customer-provided purchase orders, codes of conduct (or similar), or other ancillary contractual documents. Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into these Terms of Service.

21.2 Customer acknowledges that, in agreeing to enter into these Terms of Service, it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in these Terms of Service).

21.3 Each party waives all rights and remedies which, but for this Section 21, might otherwise be available to it in respect of any such express or implied representation, warranty, collateral contract or other assurance. Nothing in this Section limits or excludes any liability for fraud.

SECTION 22: THIRD PARTY RIGHTS

22.1 These Terms of Service are made solely for the benefit of its parties and their respective successors and permitted assigns and no other person or entity will have or acquire any right by virtue of the operation of these Terms of Service. A person who is not a party to these Terms of Service may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

SECTION 23: NO PARTNERSHIP OR AGENCY

23.1 Neither these Terms of Service nor the cooperation of the parties contemplated under these Terms of Service will be deemed or construed to create any partnership, joint venture or agency relationship between the parties. Neither party is, nor will either party hold itself out to be, vested with any power or right to bind the other party contractually or act on behalf of the other party as a broker, agent or otherwise.

SECTION 24: WAIVER

24.1 Any provision of these Terms of Service may be waived only in a writing signed by the party providing the waiver. Any waiver or failure to enforce any provision of these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

SECTION 25: SEVERABILITY

25.1 If a court of competent jurisdiction holds any provision of these Terms of Service to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.

SECTION 26: GOVERNING LAW & JURISDICTION

26.1 These Terms of Service and any non-contractual obligations arising out of or in connection with them will be governed by and interpreted under the laws of England & Wales.

26.2 The courts of England & Wales will have exclusive jurisdiction to deal with any dispute or claim which arises out of, or in connection with, these Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.

Effective as of 5 June 2024
Version: 4.2

ANNEX 1: DATA PROCESSING ADDENDUM

DATA PROCESSING ADDENDUM

Section 1: General Terms Concerning the Processing of Customer Personal Data

1.1        This Data Processing Addendum forms part of Terms of Service. Capitalised terms in this Data Processing Addendum that are not defined herein shall have the same meanings as in the Terms of Service.

1.2        While a Phrase Solution does not primarily focus on the processing of Customer Personal Data for the purposes of providing and maintaining the intended service, Phrase recognises that Customer has the ability to upload Personal Data as part of the Customer Content to a Phrase Solution.

1.3        The parties acknowledge that when Phrase processes Customer Personal Data for the purposes of providing and maintaining a Phrase Solution to Customer, Customer is the controller of the Customer Personal Data, and Phrase is the processor. Phrase shall process the Customer Personal Data on Customer’s behalf and pursuant to Customer’s instructions. This Data Processing Addendum shall regulate the processing of such personal data. Without prejudice to the foregoing, the parties further acknowledge that Phrase is an independent controller in relation to such Customer Personal Data which Phrase uses for account administration, billing,  customer support, communicating with Customer and its Users, informing Customer and its Users of new services or features, performing internal analysis, enhancing its offerings and products, including training its ML Models (other than Custom AI), and any other activities where Phrase processes the Customer Personal Data for its own purposes. The nature and extent of processing, the type of personal data processed, the purposes and legal basis on which Phrase processes personal data as a data controller and the data subject’s rights, are described in detail in Phrase’s Privacy Policy available here. This Data Processing Addendum does not apply to situations where Phrase processes Customer Personal Data as a controller.

Section 2: Phrase’s obligations

2.1 Phrase shall:

2.1.1 only process Customer Personal Data within the Phrase Solution in accordance with Customer’s documented instructions, including to the extent necessary to provide and maintain the Phrase Solution and to comply with Phrase’s obligations under the Terms of Service;

2.1.2 unless otherwise prohibited by applicable laws, inform the Customer if it is required under applicable law to process Customer Personal Data other than in accordance with Customer’s instructions;

2.1.3 inform the Customer if, in Phrase’s opinion, any of Customer’s instructions would breach Data Protection Laws; 

2.1.4 keep the Customer Personal Data confidential and ensure that any person acting under Phrase’s authority who has access to Customer Personal Data has committed to confidentiality and must only process them in accordance with Customer’s instructions, unless required to do otherwise by applicable law; 

2.1.5 notify the Customer without undue delay after becoming aware of a Personal Data Breach in relation to the Personal Data processed on Customer’s behalf; and

2.1.6 not sell, as defined under the CCPA, the Customer Personal Data, processed on Customer’s behalf.

2.2 Phrase shall, taking into account the nature of the processing and the information available to it, assist the Customer in ensuring compliance with:

2.2.1 Customer’s obligations under the Data Protection Laws relating to security of processing, investigation and notification of a Personal Data Breach;

2.2.2 Customer’s obligation to communicate the Personal Data Breach to the data subject without undue delay, when the Personal Data Breach is likely to result in a high risk to the rights and freedoms of natural persons; and

2.2.3 Customer’s obligation to carry out a data protection impact assessment, if and to the extent an assessment is required to be carried out under the Data Protection Laws. 

Section 3: Details of Processing Activities

3.1 Phrase shall process Customer Personal Data only for the purpose of providing the Phrase Solution to Customer and its maintenance in accordance with Terms of Service.

3.2 Phrase does not have control over the Customer Content and Customer Personal Data uploaded to the Phrase Solution, which means that various categories of Personal Data relating to various categories of Data Subjects may be processed in the Phrase Solution. As a principle, the exact scope and categories of Personal Data, categories of Data Subjects are determined and controlled by the Customer at its own discretion.

3.3 Phrase will process Customer Personal Data for the purpose of providing and maintaining the Phrase Solution as long as the Customer Personal Data is uploaded to the Phrase Solution and for 60 days following Customer permanently deleting the Customer Personal Data from the Phrase Solution, unless expressly stated otherwise in the Terms of Service or a different deletion regime applies as described in the Documentation.

Section 4: Data Subject Rights

4.1 Phrase shall implement appropriate technical and organisational measures to assist the Customer with the fulfilment of Customer’s obligation to respond to requests by Data Subjects to exercise their rights laid down in applicable Data Protection Laws.

4.2 Phrase will inform Customer without undue delay upon receiving  a request from a Data Subject to erase, rectify or restrict any Customer Personal Data. Phrase will only erase, rectify or restrict such Customer Personal Data upon instruction from Customer.

4.3 Where appropriate, Phrase will reasonably assist and support the Customer in fulfilment of their obligations under the Data Protection Laws to respond to requests for exercising the Data Subject’s rights, in particular, to the extent applicable, the ‘right to be forgotten’, rectification, restriction, data portability, information and access rights.

4.4 Customer hereby agrees that Phrase shall not be liable if Customer does not take action on the Data Subject’s request, or if Customer does not respond correctly or in a timely manner.

Section 5: Security Measures

5.1 Phrase shall take into account the state of the art,  the costs of implementation, and the nature, scope, context, and purpose of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including the risk of unauthorised or unlawful processing of Personal Data, and of accidental or unlawful loss, alteration, unauthorised disclosure or destruction of, or damage to, Personal Data. The Security  Statement  on our website (which can be found at this link) includes further information about the specific technical and organisational measures adopted by Phrase.

Section 6: Sub-processors

6.1 Phrase shall:

6.1.1 engage sub-processors only in accordance with this Data Processing Addendum. The mechanism hereby stipulated shall be considered a general written authorization from Customer;

6.1.2 use only sub-processors which provide sufficient guarantees to implement measures that will ensure that the processing it carries out will meet the requirements of applicable Data Protection Laws and protect the rights of the Data Subjects;

6.1.3 publish the list of sub-processors currently engaged by Phrase. The list is available here and by accepting the Terms of Service, Customer agrees that Phrase may transfer Customer Personal Data to these sub-processors. Furthermore, the Customer agrees that Phrase may transfer Customer Personal Data to its Affiliates. Phrase may replace or engage additional sub-processors, however, before doing so, Phrase will notify Customer of this fact. If Customer has reasonable basis to object to the use of a new  sub-processor, Customer may notify such objection to Phrase within 15 days of Phrase giving notice. Phrase shall then discuss with the Customer whether Phrase is capable of accommodating Customer’s request not to use the relevant sub-processor. Otherwise, it will be understood that Customer agrees with Phrase engaging this new sub-processor;

6.1.4 before disclosing Customer Personal Data to any sub-processor, enter into a contract with that sub-processor imposing obligations on that sub-processor equivalent to those set out in this Data Processing Addendum;

6.1.5 remain fully liable to Customer for any failure of any sub-processor to fulfil its data protection obligations; and

6.1.6 before disclosing Customer Personal Data to any of its employees and representatives, and the employees and representatives of each of its sub-processors, in each case who have access to the Customer Personal Data, ensure that those persons are bound to hold the information in confidence to at least the same standard as required under this Agreement (whether under a written agreement or otherwise).

Section 7: Access to Personal Data of the Users

7.1 The Phrase Solution may allow Customer to access certain Personal Data of the Users. This may include information provided to Phrase by the Users, such as their first name, last name and email address, and also information collected by Phrase through the use of the Phrase Solution by the Users, such as translation time tracking.

7.2 If Customer accesses and processes this Personal Data, Customer will be regarded as a controller of such Personal Data. If Customer decides to process this Personal Data, Customer hereby undertakes that Customer will do so in line with all applicable legal requirements, in particular, that Customer will secure an appropriate legal basis for such processing (including for transfer of this Customer Personal Data to Customer) and that Customer will notify the Users of such processing of their Personal Data if required.

Section 8: Transfers of Personal Data

8.1 Customer acknowledges and accepts that the provision and maintenance of a Phrase Solution under the Terms of Service may require processing of Customer Personal Data by sub-processors in countries outside the European Economic Area.

8.2 Phrase may transfer Customer Personal Data to countries outside the European Economic Area or the UK, as applicable, only: (i) on the basis of an adequacy decision of the European Commission or the the UK Secretary of State, as applicable or (ii) if such transfer is subject to appropriate safeguards under the GDPR or UK GDPR, as applicable, including the Standard Contractual Clauses or binding corporate rules, or (iii) based on derogations specified by Article 49 of the GDPR or Article 49 of the UK GDPR, as applicable. 

Section 9: Compliance

9.1 Phrase shall, upon Customer’s reasonable written request, provide all information necessary to demonstrate Phrase’s compliance with this Data Processing Addendum, and allow Customer or an auditor appointed by Customer to carry out an audit once a year, including inspections of facilities, equipment, documents, and electronic data, relating to the processing of Personal Data by Phrase or any sub-processor, to verify compliance with this Data Processing Addendum, provided that:

9.1.1 Customer gives Phrase reasonable prior written notice of at least 60 days before any audit or inspection (unless a shorter notice period is required by Data Protection Laws);

9.1.2 Customer or an auditor appointed by Customer carries out the audit or inspection during normal business hours and uses reasonable endeavours not to cause any disruption to Phrase, its customers or any sub-processors; 

9.1.3 Customer or an auditor appointed by Customer carries out the audit or inspection in compliance with Phrase reasonable security, confidentiality and data protection rules and procedures and Data Protection Laws; and

9.1.4 any third party auditor enters into a non-disclosure agreement with Phrase.

9.2 Customer shall ensure that all information obtained or arising in connection with an information request or audit process shall be kept confidential (unless otherwise required by applicable law).

9.3 Any costs in relation to any audits and inspections under this Section will be borne by the Customer, unless a material non-compliance with this Data Processing Addendum has been identified. 

Section 10: Termination /Expiry

10.1 Phrase shall, unless expressly stated otherwise in the Terms of Service or otherwise agreed between the parties, within 60 days of termination of the Terms of Service delete the Customer Content and any Personal Data contained therein unless Phrase is required to retain a copy in accordance with any applicable law.

Please click here to access the previous version of the Phrase Terms of Service.

Fair Use Policy

This Fair Use Policy forms part of Phrase’s Terms of Service. Terms not otherwise defined in this Fair Use Policy (the “Policy”) shall have the meaning given to them in the Terms of Service. This Policy should be read in together with the Documents and the Terms of Service.

This Policy aims to ensure that Customers do not use the Phrase Solutions excessively or unreasonably. Customer must comply with all applicable restrictions and limits set out within this Policy.

Phrase does not impose technical limits to restrict Customer’s use beyond the usage and capacity restrictions described herein, and it is incumbent on Customer to ensure its compliance.

TMS: Per-User Pricing Plans

The limits in this Section only apply to Customers on the “Team Start”, “Team”, and “Ultimate” subscription plans (“PUP Plans”).

Phrase does not typically impose technical limits on the number of words that Customer can upload to Phrase TMS under the PUP Plans, but Customer’s use of the Phrase Solution must at all times be fair and reasonable. For the purpose of this Policy, Customer’s use of the Phrase Solution is not considered to be fair and reasonable if it exceeds the fair use word allowance described below (“Fair Use Allowance”).

Customer’s Fair Use Allowance is a word volume calculated in the following way: 300 words for each EUR (one euro)1 of the Customer’s Subscription Fee for the Phrase Solution. Words are counted as source words in newly created jobs times the number of target languages. Words are counted towards the “word volume” only once—when a job is created. The job can then be analysed, translated, and otherwise processed any number of times by any number of Users without any impact on the word volume.

Should the Customer’s word volume exceed its Fair Use Allowance in any three-month period by more than 20%, Phrase has the right to initiate a re-negotiation of the subscription terms with the Customer. If no agreement is reached between the Customer and Phrase within 30 days of Phrase informing Customer of its desire to initiate a re-negotiation, Phrase may terminate the Customer’s account and the Terms of Service on 30 days notice to Customer.

Example: If the Customer’s monthly Subscription Fee is EUR 500, then the Customer’s Fair Use Allowance is 150,000 words monthly. If the Customer exceeds such allowance in any given 3-month period by 20% (i.e., it would reach 540,000 source words or more in newly created jobs), then Phrase may initiate a re-negotiation of the Customer’s subscription terms in accordance with Section 1.4 above.


1 If a Customer has paid in a currency other than Euro, for the purposes of determining the Fair Use Allowance, the Subscription Fee will be converted into Euro using the daily closing foreign exchange rate as of the Subscription Start date as published by the European Central Bank.

Phrase Localization Platform Pricing Terms

These Pricing Terms apply to all Phrase Localization Platform subscription plans (each a “Plan”). Terms not otherwise defined in these Pricing Terms will have the same meaning given to them in the Terms of Service.

Each Plan comes with specific usage limits. To provide our customers with more control and flexibility over their expenditure, we offer customers the ability to increase some of these limits for an additional fee (“Usage Limit”). In the sections below, we describe these Usage Limits, and detail how we track them.

Unless otherwise stated, the Usage Limits apply to Customer’s usage during each billing period, being the period of time during a Subscription Period for which an invoice is issued (“Billing Period”). For example, the Billing Periods for a customer with a 12 month Subscription Period starting 1 January, and invoiced quarterly, are: (1) 1 January to 31 March; (2) 1 April to 30 June; (3) 1 July to 30 September; and (4) 1 October to 31 December.

For the purposes of calculating the Usage Limits below, Phrase includes all Customer accounts (referred to as “Organizations”) irrespective of the purpose for which Customer uses the Organization, including Organizations in production, staging, sandboxing, or testing environments.

For specific details about the Usage Limits that apply to your subscription and the associated costs for increasing your capacity, please refer to your Plan.

 

PHRASE TMS: TMS SEATS & TMS PROCESSED WORDS

Usage Limit Meaning
TMS Seats The number of individual User accounts registered within the Phrase TMS application and designated as active.
TMS Processed Words The number of words processed by the Customer for translation within the Phrase TMS application.

Each Plan with access to Phrase TMS contains a limit on the maximum number of TMS Processed Words which Customer is permitted to upload during the Billing Period. For the avoidance of doubt, the accrued TMS Processed Words count from a Billing Period is not carried over to the next Billing Period; in other words, the accrued TMS Processed Words count “resets to zero” on the commencement of a new Billing Period.

Some Plans have a limit on the maximum number of TMS Seats which Customer is permitted to have at any point during the Billing Period (i.e., the Freelancer plan).

If Customer would like to increase either limit during the Billing Period, it will need to pay an additional fee. For specific details about these limits and the associated costs to increase the limits, please refer to your Plan.

TMS Processed Words Calculation

Phrase calculates the number of TMS Processed Words at the point of a file being uploaded for translation, using the following calculation:

A x B = TMS Processed Words

Where:

A is the total number of words in the source language uploaded; or, if the source language is a character-based language (i.e., Japanese, Korean, Simplified or Traditional Chinese), the total number of characters uploaded divided by two; and

B is the total number of languages into which the source language is translated.

Continuous jobs, projects, and update of source

If a source file is changed (i.e., in continuous jobs), all words in the new or altered segments are considered to be new, and are included in the TMS Processed Words count. Any segment within the same which remains unchanged will not be included in the count.

Processed words in shared scenarios

TMS Processed Words are deducted from the Organization which imports the job. If a buyer shares a project with a vendor with a separate Organization, the buyer is charged for those words. The vendor is only charged under its Organization if they import additional jobs to the project, with the same principle applying to shared jobs. A vendor will not see any words deducted from their TMS Processed Words allowance when they are assigned to jobs shared by their buyers.

 

PHRASE STRINGS: STRINGS SEATS & STRINGS MANAGED WORDS

Usage Limit Meaning
Strings Seats The number of individual User accounts registered within the Phrase Strings application and designated as active.
Strings Managed Words The number of words stored by the Customer at any point in time within the Phrase Strings application.

Each Plan with access to Phrase Strings contains limits on:

  • the maximum number of Strings Seats permitted at any point during the Billing Period; and
  • the maximum number of Strings Managed Words permitted to be stored at any point during the Billing Period, irrespective of when the words were first uploaded or stored.

If Customer would like to increase either limit during the Billing Period, it will need to pay an additional fee. For specific details about these limits and the associated costs to increase the limits, please refer to your Plan.

Strings Managed Words Calculation

Phrase calculates the number of Strings Managed Words, using the following calculation:

A x B = Strings Managed Words

Where:

A is the total number of words in the source languages stored in Phrase Strings projects at any point in time; or, if the source language is a character-based language (e.g., Japanese, Korean, Simplified or Traditional Chinese), the total number of characters stored divided by two. For the avoidance of doubt, this includes “locked” keys; and

B is the total number of languages stored in the projects, including the source languages.

 

PHRASE ORCHESTRATOR: ORCHESTRATOR WORKFLOWS & ACTIONS

Usage Limit Meaning
Orchestrator Workflows The number of workflows that the Customer has published. Unpublished workflows (i.e., a workflow that is not running or using compute resources) do not count towards “Orchestrator Workflows”.
Actions An Orchestrator Workflow is made up of a collection of individual automated processes (known as an action), which each perform a specific task based on a provided input. For example, an Orchestrator Workflow may be made up of 50 individual automated processes in order to achieve the ultimate goal of the customer. “Actions” mean the number of individual automated processes executed within the Orchestrator Workflows published by the Customer.

Each Plan with access to Phrase Orchestrator contains limits on:

  • the maximum number of Orchestrator Workflows which Customer is permitted to publish simultaneously during the Billing Period, irrespective of when the workflow was published; and
  • the maximum number of Actions permitted to be executed each calendar month. If Customer reaches the limit of Actions in a calendar month, any deployed Orchestrator Workflows will be automatically unpublished, and Customer will be restricted from publishing any further Orchestrator Workflows until the 1st day of the following calendar month, when the Action count will reset to zero.

If Customer would like to increase either of these limits at any point, it will need to pay an additional fee. For specific details about this limit and the associated cost to increase the limit, please refer to your Plan.

 

PHRASE LANGUAGE AI: PORTAL USERS & MTUs

Usage Limit Meaning
Portal Users The number of individual users in Customer’s organization with access to the Phrase Portal.
Machine Translation Units (“MTUs”) MTUs represent Customer’s usage of Phrase Language AI and / or Phrase Portal in units based on the calculation methodology described below.

Each Plan with access to Phrase Language AI or Phrase Portal contains a limit on the maximum number of MTUs which Customer is permitted to use during the Billing Period. For the avoidance of doubt, the accrued MTU count from a Billing Period is not carried over to the next Billing Period; in other words, the accrued MTU count “resets to zero” on the commencement of a new Billing Period.

For those Plans which provide access to Phrase Portal, there is a limit on the maximum number of Portal Users which Customer is permitted to have at any point during the Billing Period.

If Customer would like to increase either limit during the Billing Period, it will need to pay an additional fee. For specific details about these limits and the associated costs to increase the limits, please refer to your Plan.

Portal Users Limit

Customer’s Plan specifies a limit on the maximum number of permitted Portal Users, which will take into account the total number of employees, and to the extent applicable, contractors and vendor users in Customer’s organization (“Total Prospective Users”). Customer must promptly notify Phrase if its Total Prospective Users exceed the Portal User cap by more than 10% at any time.

If, at any time, Phrase reasonably believes that Customer’s Total Prospective Users exceed the Portal Users limit, or if Customer notifies Phrase of an increase in its Total Prospective Users, Phrase may initiate a renegotiation of the commercial terms of the subscription with Customer to reflect the higher number of actual Total Prospective Users. If Phrase and Customer fail to agree on new commercial terms within 30 days of Phrase advising Customer of its desire to renegotiate, Phrase has the right to terminate the Terms of Service (in whole or in part), without liability, on 30 days’ notice to Customer.

MTUs Calculation

Phrase calculates the MTU usage based on each character sent to a machine translation service, using the following calculation:

A * (B + C) = Machine Translation Units

Where:

A is the total number of characters that the Customer sends for machine translation;

B is the weight assigned by Phrase to the applicable machine translation service; and

C is the weight assigned by Phrase to reflect the additional features made available in Phrase Language AI or Phrase Portal (i.e., autoselect, QPS etc.).

Details regarding the specific weights referenced in B and C can be found here. Phrase reserves the right to change these weights from time to time upon notice to Customer.

 

GENERATIVE AI CAPABILITIES: AI UNITS

Usage Limit Meaning
AI Units (“AIUs“) AIUs represent Customer’s usage of Generative AI Capabilities in units based on the methodology described below.

Each Plan with access to Generative AI Capabilities contains a limit on the maximum number of AIUs which Customer is permitted to use during the Billing Period. For the avoidance of doubt, the accrued AIU count from a Billing Period is not carried over to the next Billing Period; in other words, the accrued AIU count “resets to zero” on the commencement of a new Billing Period. 

If Customer would like to increase its AIU limit during a Billing Period, it will need to pay an additional fee. For specific details about these limits and the associated costs to increase the limit, please refer to your Plan.

AI Units Calculation

Each AIU will enable a certain amount of usage of a Generative AI Capability, which will vary depending on the feature. We describe the AIU-to-usage ratio for each feature here. Phrase reserves the right to change these ratios and the underlying calculation methodology from time to time upon notice to Customer. 

 

PHRASE CUSTOM AI: DEPLOYED MODELS & TRAINING COUNT

Usage Limit Meaning
Deployed Models The number of custom machine translation models deployed simultaneously on the applicable Phrase Solution (i.e., TMS or other such platform within the Phrase Platform).
Training Count The number of custom machine translation models created.

Each Plan with access to Phrase Custom AI contains limits on:

  • the maximum number of Deployed Models which Customer is permitted to have at any point during the Billing Period, irrespective of when the custom machine models were created or deployed; and
  • the maximum number of Training Counts which Customer is permitted to carry out during the Billing Period; for the avoidance of doubt, the accrued Training Count from a Billing Period is not carried over to the next Billing Period; in other words, the accrued Training Count “resets to zero” on the commencement of a new Billing Period.

If Customer would like to increase either limit at any point during the Billing Period, it will need to pay an additional fee. For specific details about these limits and the associated costs to increase the limits, please refer to your Plan.