Bering Lab Inc. ("Bering Lab") specializes in machine translation services and provides the online translation service app.beringlab.com/translator.
Customer wishes to utilize Bering Lab's translation services in its own software products and/or for other business or private purposes. In order to allow Customer to make use of the services, Customer is granted access to the subscribed Bering AI Products in accordance with and to the extent of these Terms and Conditions.
These Bering AI License Terms and Conditions ("Terms and Conditions") are available at https://app.beringlab.com/translator and can be downloaded and printed by the Customer. Bering Lab does not save this agreement text after conclusion of the contract.
1. Definitions
1.1 "Agreement" refers to the agreement between Customer and Bering Lab concerning the subscription to and the use of Bering Lab's Products in accordance with these Terms and Conditions.
1.2 "API" refers to the Application Programming Interface provided by Bering Lab to Customer as set out in the Service Specification and the Documentation provided by Bering Lab.
1.3 "API-CAT-Key" refers to a special license key to connect computer-assisted- translation tools to the API.
1.4 "API Response" refers to the API's response to API Requests.
1.5 "API Request" refers to an HTTP request transmitted by the Application to the API.
1.6 "Application" refers to the software or service developed by or on behalf of Customer which utilizes the API.
1.7 "Business Days" are Monday through Friday, excluding public holidays in the Republic of Korea.
1.8 "Characters" shall have the meaning as set out in the definition for "Number of Characters".
1.9 "Content" refers to text sent by Customer to the API or the Bering AI Translator as specified in the Service Specification in order to have it processed by the machine translation infrastructure operated by Bering Lab.
1.10 "Customer" refers to the person or entity ordering or subscribing to the Bering Lab products or services as the contracting party of Bering Lab.
1.11 "Customer Training Data" refers to bilingual terms, example documents and similar texts (monolingual or bilingual) submitted by Customer to the API and/or the Bering AI Translator (for example glossaries) in order to improve and customize the translations produced by Bering Lab for the respective Customer. Further details on the use of Customer Training Data may be contained in the Service Specification or a separate addendum to these Terms and Conditions (if the corresponding features for the use of Customer Training Data are available).
1.12 "Bering AI Translator" refers to an extended version of the Bering Lab translator which provides Customer via different front ends (e.g., website and desktop application) with a user interface to the translation services in accordance with the Service Specification.
1.13 "Documentation" refers to an electronic documentation of the requirements and functionality of the API provided to Customer in English language.
1.14 "End Users" refers to the users of Customer's Application.
1.15 "Free API" refers to the API provided by Bering Lab free of charge.
1.16 "Internal Users" refers to the users of Customer's access to the Products for internal purposes of Customer, e.g., Customer's employees, employees of affiliated companies, freelance collaborators or Customer's service providers.
1.17 "Number of Characters" refers to the number of characters of the Content transmitted to the API based on the used character encoding. For the avoidance of doubt, multi-byte encoded characters shall count as single character.
1.18 "Order Button" refers to the button in the online ordering process clearly marked to finalize the ordering process (e.g., with the inscription "Buy now", or similar).
1.19 "Processed Content" refers to any Content that has been processed using the API or the Bering AI Translator.
1.20 "Products" refers to the entirety of the services offered by Bering Lab, excluding Test Functions.
1.21 "Service Specification" refers to the list of functionalities and specifications of the API, the Bering AI Translator and/or the Customer Training Data (as applicable in each case) as agreed upon conclusion of this Agreement.
1.22 "Single-User License" refers to a license to use a Product by one person. The same person can use the respective access credentials on multiple devices that meet the requirements of the Service Specification. The use of a Single-User License is only allowed and possible on one device at a time. If Customer wishes to use the respective Product by more than one person at the same time, the Customer has to acquire a team license or multiple Single-User Licenses.
1.23 "Third-Party Applications" refers to any applications, components, libraries, plugins or other software provided by third parties that allow Customer to use or access the Products, e.g., translation plugins for third-party applications for which Customer has to use their own API credentials.
2. Subject of the Agreement
2.1 Subject to these Terms and Conditions and the Service Specification, Bering Lab provides Customer with access to the subscribed Products in accordance with the Service Specification and the applicable Documentation for the term of this Agreement.
2.2 Customers receiving services specified at contract conclusion as being subject to charges will pay Bering Lab the agreed remuneration as indicated during the online purchase process or in the order form.
3. Services of Bering Lab
3.1 General
3.1.1 Bering Lab provides Customer with access to the Products within the term and scope of this Agreement, including the Service Specification.
3.1.2 Bering Lab will only temporarily store Content or Processed Content on its servers to the extent technically required to provide its Products. Any further storage of Content or Processed Content will only be carried out at Customer's request, e.g. by using the "saved translations" feature. For the avoidance of doubt, Bering Lab shall be entitled to create and retain access logs for billing, security and statistical purposes. Such access logs shall not contain any Content or Processed Content. However, access logs may contain meta data of API Requests such as time of the API Request and size of the transmitted Content.
3.1.3 Bering Lab will only access the Content and/or the Processed Content in the event and to the extent required to carry out a diagnosis and to solve technical issues which may eventually compromise the availability of the Services. To the extent required for the purposes mentioned above and in derogation from Section 3.1.2 Bering Lab may, in exceptional cases, automatically store Content and/or Processed Content for a maximum period of 72 hours in case certain error patterns occur during the processing of the translation or improvement request. The Content and/or the Processed Content will be stored in an encrypted form for the duration of the debugging process and will be automatically deleted afterwards. The access to the cryptographic keys for the decryption of the Contents and/or of the Processed Contents will only be granted in individual cases in the context of a logged process for selected employees of Bering Lab who are bound to secrecy and after the access has been approved by the company management. The Contents and/or Processed Contents stored for debugging purposes will not be linked to any individual Customer.
3.1.4 Bering Lab will make use of the Customer Training Data exclusively in connection with the translations of the respective Customer. Furthermore, Bering Lab will store and process it for the duration of the Agreement in a way that no unauthorized persons will gain access to it. As the Customer Training Data is processed in an automatic way, it may be deleted upon the Customer's request. However, it cannot be returned to the Customer (as Bering Lab does not offer any data storage service).
3.1.5 Bering Lab is free to provide customers with additional functions in alpha or beta versions on a test basis ("Test Functions"). These Test Functions are marked as such or as alpha or beta. Test Functions are not the subject of this Agreement. Bering Lab may make them available voluntarily to all or individual customers and the Customer is not obliged to make any payment for the use of Test Functions. Test Functions are intended for test use by the Customer and evaluation by Bering Lab. They are not final products or features and may contain bugs or other inaccuracies. Bering Lab can change, adapt or discontinue the Test Functions at any time.
3.1.6 Further services, including but not limited to consulting, individual development, or implementation or training services, shall only be owed by Bering Lab upon express written agreement.
3.1.7 Bering Lab is entitled to subcontract third parties to fulfil its contractual duties in whole or in part.
3.1.8 Customer may grant Internal Users access to the Products in its sole discretion. However, Customer shall be fully liable for any use of the Products by Internal Users and shall ensure that Internal Users are aware of and respect any and all restrictions for the use of Products set out in this Agreement. Customer shall promptly notify Bering Lab of any suspected or alleged violation of this Agreement and shall cooperate with Bering Lab with respect to investigation of such violations as well as to any action by Bering Lab to enforce this Agreement.
3.2 API
In addition to Section 3.1, the following shall apply to the API:
3.2.1 Bering Lab will provide Customer with respective access credentials for the API.
3.2.2 The API allows Customer to use the technical infrastructure for machine translation operated by Bering Lab by means of transmitting Content to the technical infrastructure. Bering Lab shall process the Content in accordance with this Agreement, the Service Specification and the Documentation. However, Bering Lab is neither obligated to ensure nor warrants correctness or accuracy of API Responses or Processed Content. In particular, Bering Lab does not give any guarantee regarding the correctness of the translations created by the machine translation system.
3.2.3 Bering Lab may, in its sole discretion, provide Customer with software development kits or code samples (hereinafter jointly referred to as "Code Samples"). Code Samples are provided free of charge and are excluded from the paid services provided by Bering Lab. Code Samples are provided in electronic form and can be downloaded from a dedicated website. Bering Lab is not obligated to continue development of Code Samples or to keep Code Samples functional or available at all times. Code Samples are not suited for any use in production environments and are provided for educational purposes only.
3.2.4 Particularly in view of the on-going development of the API, Bering Lab may introduce new versions of the API with an additional or different range of features. Furthermore, Bering Lab may terminate deprecated versions of the API provided that the termination is reasonable for Customer in consideration of the interests of both Parties. Bering Lab shall inform Customer of such termination in writing (e-mail sufficient) at least four (4) weeks before the termination becomes effective. Bering Lab will inform Customer of updates of the API via e-mail.
3.2.5 The option to use an API-CAT-Key is only provided if Customer chooses specific subscription tiers in the order process which include API-CAT-Key support. The API-CAT-Key is a Single-User License.
3.2.6 Some Third-Party Applications may require Customer to acquire Products from Bering Lab in order to use certain features of the Third-Party Applications (e.g., translation plugins). Bering Lab is not responsible for any Third-Party Application, except in cases of Bering Lab's willful misconduct or gross negligence. Any use of such Third-Party Application is solely subject to the terms and conditions of its respective vendor and Bering Lab does not have any influence on such Third-Party Applications.
3.3 Free API
3.3.1 The Free API is provided by Bering Lab with a limited scope of functions. Further details, in particular with regard to specific restrictions, can be found in the Documentation
3.3.2 In derogation from Section 3.2.4, Bering Lab reserves the right to modify the functional scope of the Free API at any time or to completely discontinue the free provision of the API. 3.3.4 In all other respects, the provisions of Section 3.2 apply accordingly.
3.3.4 In all other respects, the provisions of Section 3.2 apply accordingly.
3.3.3 In derogation from Section 3.1.2 sentence 1, Bering Lab reserves the right to perpetually store any Content or Processed Content.
3.4 Bering AI Translator
In addition to Section 3.1, the following shall apply to the Bering AI Translator:
3.4.1 The Bering AI Translator provides Customer an enhanced user interface to use the Bering Lab translation service as set out in the Service Specification, providing means to translate texts in a web browser or another frontend application.
3.4.2 The license to use the Bering AI Translator is a Single-User License.
3.5 Changes to the Products
3.5.1 Bering Lab can modify and change the Products and their range of functions beyond what is necessary to maintain the Products in conformity with the contract if a valid reason requires these modifications. There is a valid reason if the modifications are necessary (i) to ensure compliance with changes in relevant legislation or case law, (ii) to implement changes to the technical requirements, e.g., a new technical environment or other operational reasons, or (iii) to adapt the Products to changing market conditions, such as increased user numbers, or if the modifications or changes are beneficial to Customer, e.g., to make the Products more user-friendly or improve their security.
3.5.2 Modifications to the Products and their range of functions in accordance with Section 3.5.1 are made without additional costs to Customer.
3.5.3 If a modification relates exclusively to time-critical security updates, extensions of functions, only insignificant components of the Products (such as design or presentation changes) and if it is not a Negative Change within the meaning of Section 3.5.4, Bering Lab will inform Customer about the modification within the customer account in a clear and comprehensible manner. In all other cases, Bering Lab will inform Customer of the respective modification to the product in a clear and comprehensible manner at least two (2) months in advance by means of a message by e-mail ("Change Notice"). The Change Notice contains the features and the time of the modification as well as – in case of Negative Changes – the rights of Customer and legal consequences of his silence as described in Sections 3.5.4 and 3.5.5 below.
3.5.4 If a modification impacts Customer's ability to access or use the Products in more than a minor way ("Negative Change"), Customer has the right to terminate the Agreement free of charge with a notice period of 30 days. To exercise the right of termination, the customer should contact Bering Lab and state the reason for the termination. The period begins with the receipt of the Change Notice by Customer. If the modification is made after Customer has received the Change Notice, the period shall only start to run once the modification has been made. The right to terminate the Agreement does not apply if the accessibility or usability of the Products without the modification is maintained free of charge.
3.5.5 Negative Changes to the Products are deemed to have been approved if Customer does not object to them by exercising his right of termination in accordance with Section 3.5.4. Bering Lab will specifically draw Customer's attention to this legal consequence in the Change Notice.
3.5.6 These Terms and Conditions shall apply mutatis mutandis to any modifications and to the Products in their modified state.
4. Availability
4.1 Bering Lab shall provide an annual average of 97% uptime availability for the fee-based Products. The availability calculation excludes any downtime for planned maintenance work as well as service interruptions which are beyond Bering Lab's control, including but not limited to short-term and undue increase in the number of translation requests by Customer which requires an unplanned increase in system capacity.
4.2 Subject to the exceptions in Section 4.1, availability shall be calculated as the number of hours the services of the Products are functional, divided by the total number of hours within the respective calendar year.
4.3 Unavoidable downtime due to planned maintenance work shall be electronically notified to Customer in good time in advance (e.g., by e-mail).
5. Conclusion of the Contract
5.1 In order to conclude a contract regarding Bering Lab's services under this Agreement it is required to provide an e-mail address and a password and then entering a billing address and payment information. After that, a summary of the order will be displayed for review. When Customer, after agreeing to these Terms and Conditions and the Service Specification, clicks on the Order Button, he makes a binding offer to conclude a contract ("Application for Contracting"). Until clicking on the Order Button, the Customer can cancel the order process at any time or change the information provided by deleting, adding or correcting the information provided in the various fields or by closing his web browser or tab.
5.2 Bering Lab reserves the right to reject Customer requests to conclude a contract. In this event, Bering Lab will display a respective message during the buying process, at latest when Customer has clicked the Order Button. In particular, Bering Lab rejects contracts with customers providing machine translation services, including but not limited to Amazon.com, Inc., Microsoft Corporation, Google LLC, Alphabet Inc., Apple Inc., Facebook Inc., and their subsidiaries.
5.3 The Application for Contracting is accepted and the contract is concluded if, after clicking on the Order Button, the then following page is successfully loaded and a subscription number is provided.
5.4 Furthermore, in derogation of Sections 5.1 to 5.3, the contract concerning the services offered by Bering Lab can be entered into by other means of distance communication (e.g., e-mail). In this case, Bering Lab will provide the Customer with these Terms and Conditions and the Service Specification before entering into the contract, which will be entered into either as soon as Bering Lab expressly confirms the conclusion of the contract or by putting the Products at Customer's disposal.
5.5 Bering Lab shall provide its services immediately after conclusion of the Agreement.
5.6 The Agreement can be concluded in English or Korean language.
6. Free Trial Subscription
6.1 Bering Lab may provide Customer with a free trial subscription for selected Products at its own discretion.
6.2 After the free trial period, the free trial subscription may be automatically extended to a paid subscription to the Product selected by the Customer.
7. Copyright and Intellectual Property
7.1 Bering Lab grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the Products for its internal intended purpose for the term and within the scope of this Agreement, subject to the authorized number of Internal Users for which Customer has paid Bering Lab.
7.2 Bering Lab grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the provided Documentation and support materials for the term and within the scope of this Agreement, in particular, to reproduce them and provide them to Internal Users or contractors to the extent required for the intended use of the Products.
7.3 Bering Lab grants Customer a non-exclusive right to use the provided Code Samples for educational and internal development purposes without restriction in regard to time or location, in particular to reproduce the Code Samples and provide them to Internal Users, to modify and create derivative works of the Code Samples and to use, sub-license or distribute such derivative works without limitation.
7.4 All rights regarding the Content, Processed Content and/or Customer Training Data remain with Customer. However, Customer grants Bering Lab the non-exclusive worldwide right to use the Content and/or Customer Training Data solely in order to provide Bering Lab's services to Customer. In particular, Customer grants to Bering Lab the right to temporarily store, modify, process, translate and transmit the Content and/or Customer Training Data, and to sublicense the foregoing rights to its subcontractors, to the extent required to provide the services set out in this Agreement.
7.5 Bering Lab does not assume any copyrights to the translations made by Customer using the Products. In the event that the translations made by Customer using the Products are deemed to be protected under copyright laws to the benefit of Bering Lab, Bering Lab grants to Customer, upon creation of such translations, all exclusive, transferable, sublicensable, worldwide perpetual rights to use the translations without limitation and for any existing or future types of use, including without limitation the right to modify the translations and to create derivative works.
8. Obligations of Customer
8.1 General
8.1.1 Customer may use the Products solely for the purpose agreed between the Parties. In particular, Customer may not, and will not allow third parties (including Internal Users and End Users) to use the Products, translations created using the Products, Documentation or other data, information or service provided by Bering Lab unless expressly authorized by Bering Lab in written form
in connection with or for the purpose of operating critical infrastructure such as electrical power stations, military or defense equipment, medical appliances or other equipment whose failure or impairment would result in unforeseeable economical or physical damages, including but not limited to critical infrastructure in terms of the European Directive 2008/114/EC;
• for any illegal activities, including development of any applications infringing any third-party rights or any other applicable laws or regulations;
• for spamming or any other unsolicited advertising;
• to perform benchmark or other capacity testing of Bering Lab's technical infrastructure;
• to create a similar product, service or API whose primary purpose is to provide machine translation services, including but not limited to bilingual/multilingual dictionaries;
• to develop, market or train a machine translation algorithm;
• to transmit any data to Bering Lab which may not be transmitted to or processed by Bering Lab due to data protection laws, contractual or statutory confidentiality obligations, export restrictions or other statutory provisions or third-party rights.
8.1.2 Customer is obligated to keep the access credentials provided by Bering Lab secure and undertakes not to disclose them to any third parties unless required for the contractually intended and permitted use of the Products. Customer is not entitled to repackage or resell access credentials or its access to the Products to any third parties unless expressly agreed upon otherwise.
8.1.3 Customer is obligated to observe all legal requirements for the collection, processing and use of data which is transmitted to Bering Lab and processed by Bering Lab for Customer in connection with the Products under this Agreement. Customer guarantees not to collect, process or use any personal data in connection with the Products without the express consent of the data subject or sufficient other legal authorization. Bering Lab will reasonably cooperate with Customer in order to assist Customer in implementing such required legal authorizations.
8.1.4 Customer shall indemnify Bering Lab from any and all third-party claims including the necessary expenses for legal defense, asserted against Bering Lab due to a culpable violation of this Agreement by Customer. If third parties should assert such claims against Bering Lab, Bering Lab shall inform Customer about the asserted claims without undue delay and leave the defense at the discretion of Customer or undertake it in cooperation with Customer. Bering Lab shall not settle or recognize claims of third parties without Customer's consent which shall not be unreasonably withheld or delayed. Bering Lab shall be entitled to request a reasonable advance for the incurred legal defense expenses to be anticipated. The indemnification shall accordingly apply to fines or other regulatory or judicial orders and claims.
8.1.5 In the event that Customer uses Third-Party Applications to access the Products, Customer shall comply with the acceptable use policies set out by the vendor of the Third-Party Application if applicable.
8.1.6 API-CAT-Keys must only be used for CAT applications. The general API must not be used in CAT applications.
8.1.7 Customer is only permitted to use the Products in compliance with applicable laws. This also includes export control laws and regulations.
