IN ORDER TO USE OUR SERVICES, YOU MUST AGREE TO ABIDE BY THIS USER AGREEMENT ("AGREEMENT"). THEREFORE, YOU HEREBY CERTIFY TO US THAT YOU ARE AUTHORIZED TO ENTER INTO THIS TYPE OF AGREEMENT WITH BABYLON LTD. ("BABYLON").
YOU WILL BE ASSUMING FULL AND SOLE RESPONSIBILITY FOR ALL USE OF THE SERVICES OCCURRING UNDER YOUR ACCOUNT; PLEASE READ THIS AGREEMENT CAREFULLY.BY USING THE SERVICES ON THIS WEBSITE YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD AND EXPRESSLY ACCEPT AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING THOSE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU ARE NOT ALLOWED TO BECOME A USER AND YOU ARE NOT AUTHORIZED TO ACCESS, OR USE, THE SERVICES.
YOUR CONTINUED USE OF BABYLON'S SERVICE CONSTITUTES FULL ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1.1. "We" or "Babylon" means Babylon Ltd., an Israeli limited liability company.
1.2. "User" shall mean but not be limited to the individual person consenting to and entering into this Agreement on the Website.
1.3. "Requesting User" each registered User who is applying for the execution of a Task.
1.4. "Human Translator" each registered User who will provide human translation services, after his application for being included in the list of such Human Translators, has been approved in advance by Babylon in writing.
1.5. "You" a Requesting User and/or a Human Translator, as applicable.
1.6. "Source Text" means the documents, materials, and other items requested to be translated under the terms of this Agreement.
1.7. "Translated Text" means the final translated version of certain Source Text.
1.8. "Task" a particular request to have a certain Source Text converted into a Translated Text by a Human Translator.
1.9. "Human Translation Services" shall mean the execution of a Task under the terms of this Agreement
1.10. "Designated Human Translator" a Human Translator which has previously provided you with certain Translated Texts through the Human Translation Services provided under this Agreement. It is hereby clarified that you will not be entitled to know the identity of such Human Translator but rather you will be able to point out to Babylon your desire, that such specific Human Translator that has provided you certain Translated Texts in the past will be designated to the provision of the current Human Translation Services, and Babylon will make its best effort to assign such current task to such Human Translator.
1.11. "Entitling Word" shall mean each word appearing in the source text. For our business customers: please be aware that some source texts in certain languages like Hebrew, Arabic and East Asian languages will contain up to 30% more words in the target text in a language like English.
1.12. "Fix Price Per Word" means the price per word derived from dividing the price paid by a User for a certain Translation Package in the corresponding amount of Entitling Words included in such Translation Package.
1.13. "Translation Package" shall mean each of the pre-charged packages offered by Babylon for acquisition in the Website consisting of a certain total price for a corresponding amount of Entitling Words.
1.14. "Website" shall mean the website and system acting under the domain name Translator.babylon.com and translator-login.babylon.com and any portion of thereof.
2. THE SERVICES
2.1.1. Babylon has established an initial pool of Human Translators, and has created the Website as means of enabling you to get Human Translation Services from such Human Translators. Babylon ONLY intermediates between Requesting Users and Human Translators and assumes no responsibility whatsoever with respect to the content of the Translated Text.
2.2. The Process of getting Human Translation Services by a Requesting User
2.2.1. Babylon will enable you to request, through the Website, for the execution of a Task by sending the Source Text involved. By submitting such Source Text you are fully committed to the Task and it cannot be terminated by you.
2.2.2. After getting such Source Text, Babylon will forward the same to one of the Human Translators, chosen automatically by the Website (or - in case you chose so - to a Designated Human Translator), provided such Human Translator has accepted the Task, and assign the Task to him.
2.2.3. You will get an estimated timeframe for the completion of the Task and the submission of the Translated Text to you, (the "Estimated Timeframe"). It is hereby clarified that no commitment for a certain timetable to the completion of the Task is herby taken. Neither Babylon, nor the Human Translator, are bound to you by such Estimated Timeframe, and no delay, however substantial, in relation to such Estimated Timeframe shall be considered breach of this Agreement and/or shall entitle you to any remedy and/or compensation.
2.2.4. You will get the Translated Texts as soon as forwarded by the Human Translator.
2.2.5. The balance of your account shall be updated in accordance with the terms of this Agreement. You hereby agree that once the Translated Text is submitted to You, the respective portion of the Translation Package shall be considered exploited and shall become NON-REDEEMABLE, regardless of the quality of the Translated Text forwarded to you.
2.2.6. In case the Website suspects that a Task shall not be completed before the passage of the Estimated Timeframe, it will consider re-offering the Task to other Human Translators, as if it was a new Task (a "Re-Offer Event"). You will get notification of a Re-Offer Event and will have to express you consent to such Re-Offer Event. If you fail to consent your account will not be charged for the Task and it shall be considered as terminated by you. If, however, you approve the Re-Offer Event again you will be fully committed to the Task.
2.3. The Process of providing Human Translation Services by a Human Translator
2.3.1. Each User with the appropriate capacity to provide Human Translation Services can ask Babylon to be a Human Translator (a "Translator Application"). A Translator Application can be made during the process of registration to the Website or by the proper procedure within the User’s account, and requires from the applying user to forward Babylon its Curriculum Vita, elaborating also its relevant knowledge in languages and experience as a translator ("CV"). Babylon may accept or decline any such Translator Application, at its sole and independent discretion, without being under any obligation to provide the User the grounds, if any, for such decision.
2.3.2. Each Task not yet assigned will be offered automatically by the Website to a few Human Translators, which will have a limited time to respond to such offer before the offer is forwarded to other Human Translators. Each such offer shall include the expected timeframe for the execution of the Task (the "Expected Timeframe") and the consideration granted to the Human Translator, should he deliver the Translated Text required in the relevant Task before the passage of the Expected Timeframe. The first Human Translator to accept the offer shall have the Task assigned to him (an "Assignment of a Task").
2.3.3. The order in which each Task is offered to Human Translators for execution is determined automatically by the Website according to such Human Translator’s ranking assigned to them by Requesting Users to which such Human Translators has provided Human Translation Services in the past. A privilege to be pushed up in the order for specific Task shall be granted to a Designated Human Translator. The initial ranking shall be assigned by Babylon staff according to their best judgment after reviewing each new Human Translator's CV.
2.3.4. In case a Task assigned to a certain Human Translator is not completed before the passage of the Expected Timeframe, Babylon has the right to terminate the Assignment of a Task, by a written notice (sent by E-mail) to the Human Translator so assigned such Task (in which case such Human Translator shall not be entitled to the agreed consideration or any other payment whatsoever) and immediately offer such Task to other Human Translator in accordance to the provisions of section 2.3.3 above.
2.4. The User's Account
2.4.1. Within your account You will be able to do the following:
22.214.171.124. Update your personal data, i.e. first name, last name, phone, address, city, country, state, languages.
126.96.36.199. Update your password for login.
188.8.131.52. Submit an application to become a Human Translator
184.108.40.206. Update your CV and language skills
220.127.116.11. View the history of all Tasks you were involved in, whether as a Requesting User, or as a Human Translator.
3.1. The pricing Babylon provides for the Human Translation Services is simple: Fix Price Per Word for each Entitling Word.
3.2. In order to use the services provided through the Website you will be required to go through a registration process under which you will also be required to buy one of the Translation Packages offered by Babylon.
3.3. If you are already registered to the Website and still have an unexploited portion of a Translation Package, but the Entitling words included in the current Human Translation Services you desire are likely to exceed such portion, you will be required to buy an additional Translation Package before Babylon can proceed with you current request.
3.4. No redemption is allowed of any payment made by You under this Agreement, including, without limitation, for any unexploited portion of a Translation Package bought by You, for any reason whatsoever.
4. CONTENT OF TRANSLATED TEXT
4.1. As mentioned, Babylon assumes no liability or responsibility to the nature of the Translated Text forwarded to you by the Human Translator, its accuracy, its completeness, its compatibility to a certain purpose, its quality or any other property of it.
4.2. In any case you are not satisfied with the results of a Task forwarded to you, you should make sure you rank the Human Translator responsible for that Task accordingly.
4.3. Without derogating from the provisions of section 4.1, in any case you are not satisfied with the Translated Text forwarded to you, you can E-mail us to the E-mail box: email@example.com stating "Unsatisfied" in the subject of the E-mail message. In such case We will try to mediate between you and the relevant Human Translator, to see if he can provide you with any corrections to the Translated Text. Any such process might take substantial time since we need to process it manually.
4.4. You hereby represent and warrant that the requested Human Translation Services and your use of the Website and/or the Translated Text are for lawful purposes only. You further represent and warrant not to use the Website or such services, to translate any Source Text that include but is not limited to defamatory, obscene, stolen, or other unlawful material (collectively "Unlawful Text"); and/or confidential, proprietary, trademarks or copyrighted information, belonging to a third party (collectively "Proprietary Information"), without the express written authorization of the rightful owner of such Proprietary Information.
5. INTELECTUAL PROPERTY RIGHTS
5.1. The Content of the Website as well as the software underlying the performance of the services granted there under, in whole or in part (collectively "the Protected Material") and any copies that you make from the Protected Material, are owned by Babylon and/or its suppliers, and its structure, organization and code are the valuable trade secrets of Babylon and/or its suppliers. The Protected Material is also protected by Israeli Copyright Law and International Treaty provisions. You must treat the Protected Material just as you would any other copyrighted material, such as a book. You may not copy the Protected Material. You agree not to modify, adapt or translate the Protected Material. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Protected Material. Except as stated above, this Agreement does not grant you any intellectual property rights in the Protected Material. This Agreement provides the terms and conditions under which you are licensed to use the Protected Material. It is not an agreement for the sale of the Protected Material to you, and no title to the Protected Material passes to you.
5.2. The Source Text and the corresponding Translated Text, however, belongs to the Requesting User or any third party under whose authorization the Requesting User is permitted to forward the Source Text to us for translation. You hereby grant us and the Human Translator a limited license to use the Source Text for the purpose of providing you the services contemplated herein and for any the purpose of statistic analysis as contemplated herein. You hereby grant us a limited license to use the Translated Text for the purpose of providing you the services contemplated herein and for any the purpose of statistic analysis as contemplated herein.
6. WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATION
6.1. THE HUMAN TRANSLATION SERVICES ARE BEING PROVIDED TO THE REQUESTING USERS DIRECTLY BY THE HUMAN TRANSLATORS AND NOT BY BABYLON. NEITHER BABYLON NOR THE HUMAN TRANSLATORS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS, OMISSIONS OR AMBIGUITIES IN THE TRANSLATED TEXT. IN NO EVENT IS BABYLON LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM ERRORS, OMISSIONS OR AMBIGUITIES IN THE TRANSLATED TEXT, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TRANSLATED TEXT IS BEING PROVIDED TO THE REQUESTING USERS WITHOUT WARRANTY OF ANY KIND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WITHOUT MAKING ANY WARRANTIES THAT THE TRANSLATION WILL BE ACCURATE, CORRECT, USABLE, RELIABLE, MEET CERTAIN EXPECTATIONS, BE UNINTERRUPTED, SECURE, OR TIMELY.
6.2. NEITHER BABYLON NOR ANYONE ON ITS BEHALF NOR ANYONE ELSE, INCLUDING THE HUMAN TRANSLATORS, INVOLVED IN CREATING, PRODUCING, MARKETING OR DISTRIBUTING THE SERVICE, OR THE TRANSLATION OF THE SOURCE TEXT, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM USE OF OR INABILITY TO USE THE SERVICE DUE TO ANY CAUSE WHATSOEVER, INCLUDING ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BABYLON'S RECORDS OR SERVICES.
6.3. IN NO EVENT SHALL THE ENTIRE LIABILITY OF BABYLON AND ANYONE ON ITS BEHALF FOR ALL DAMAGES, LOSSES, CLAIMS AND COSTS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO ILIENT DURING THE IMMEDIATELY PRECEDING 1-MONTH PERIOD.
6.4. Notwithstanding anything to the contrary, in any case the competent courts shall find any of the limitations of liability unenforceable the Human Translator shall indemnify, defend, and hold harmless Babylon, its directors, officers, employees and agents and their respective successors, heirs and assigns (the "Babylon Indemnities"), against any liability, damage, loss, or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon any of the Babylon Indemnities in connection with any claims, suits, actions, demands or judgments ("Claims") arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any act or omission of the Human Translator, in the course of converting the Source Text into Translated Text, or any part thereof.
6.5. The Requesting User and/or the Human Translator, as applicable, shall indemnify, defend, and hold harmless Babylon, its directors, officers, employees and agents and their respective successors, heirs and assigns (the "Babylon Indemnities"), against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon any of the Babylon Indemnities in connection with any claims, suits, actions, demands or judgments ("Claims") arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any use of Unlawful Text and/or Proprietary Information.
7. CONFIDENTIALITY AND PRIVACY
7.2. As Human Translator you commit to keep any Source Text received by you, and any Translated Text produced by you, in strict confidence and not use such texts for any purpose whatsoever other then the provision of the Human Translation Services under this Agreement.
8.1. Choice of Law and Venue. The laws of the State of Israel, without giving effect to its choice of law principles shall govern the applicability, interpretation and validity of this Agreement. You hereby agree that the courts located in district of Tel-Aviv, Israel shall be the exclusive venue for any dispute, action, claim or contest arising out of or related in any manner to This Agreement.
8.2. Construction. As used in This Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context so requires. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the party causing this Agreement or any part thereof to be drafted. You acknowledge that you have reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel. If any words or phrases in this Agreement are stricken or otherwise eliminated, whether or not other words or phrases have been added, this Agreement shall be construed as if the words or phrases stricken or otherwise eliminated were never included in the Agreement, and no implication or inference will be drawn from the fact that the words or phrases were stricken or otherwise eliminated.
8.3. Entire Agreement. this Agreement is the entire agreement between You and Babylon pertaining to your access and use for any purpose whatsoever of the Website. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the acceptance by You of this Agreement. Babylon may amend, modify, change, revise or alter in any manner Babylon deems necessary and in its absolute and sole discretion this Agreement without notice to You and without Your consent. However, the version of this Agreement that shall apply to each Task, whether with respect to the Requesting User involved, or whether with respect to the Human Translator involved, shall be the version applicable at the time of initiation of such Task
8.4. Section Headings. The section headings in this Agreement is inserted only for convenience and reference and the parties intend that they shall be disregarded in interpreting this Agreement.
8.5. Waiver. No delay or failure by Babylon in exercising any of its rights or enforcing any of the provisions of this Agreement shall constitute a waiver of that right or provision.
8.6 Receipt of Commercial Material. You agree to receive Babylon's commercial offers, advertisement material and news, and realize that your consent to do so is essential to our consent to let you become a User