lexiQA Terms of Service
Thank you for working with lexiQA! A few words about us: lexiQA is an online linguistic quality assurance platform that "reads" your translated/localized content, compares it to the source language content and provides suggestions for corrections and improvements. As you write, lexiQA analyses your translated content against target language rules about spelling, grammar, terminology and stylistic and formatting conventions with regards to localization, and it also checks for consistency between the source and the target text (and also within different parts of the translation). This way you can spot errors more easily and act on them more quickly and more efficiently.
Please read the Terms of Service listed below as they outline your relationship with us and also provide details on your rights and responsibilities as a user of our service.
General terms
These Terms of Service (this "Agreement") are set out between Lexiqa Limited ("lexiQA"), a British company, incorporated in England and Wales under company number 10021762, with its registered address at: KGCA, Suite 2, Wesley Chambers, Queens Road, Aldershot, Hampshire, GU11 3JD, United Kingdom, and you, individually and on behalf of your employer (collectively, "you" or "Customer"). By using the lexiQA "Service" (an internet-based quality assurance service for translated content) and by providing your data to lexiQA, you agree to be bound by the terms of this Agreement. This Agreement sets out the legally binding terms for your use of the lexiQA Service.
Mutual confidentiality
Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party ("Discloser") to the other party ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). lexiQA’s Confidential Information includes without limitation the Service, its user interface design and layout, pricing information, and the Software and Documentation (defined below).
Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
Exclusions: Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
Privacy and security
The parties agree and acknowledge that data protection legislation (UK Data Protection Act 2018 and the EU General Data Protection Regulation 2018) applies to the processing of Customer data.
With respect to Customer data under this agreement, the parties acknowledge and agree that Customer is the controller and lexiQA is a processor. Customer will comply with its obligations as a controller and lexiQA will comply with its obligations as a processor under the agreement. Where a Customer Affiliate is the controller with respect to certain Customer data, Customer represents and warrants to lexiQA that it is authorised to instruct lexiQA and otherwise act on behalf of such Customer Affiliate in relation to the Customer data in accordance with the agreement, as amended.
lexiQA will process Customer data in accordance with Customer’s instructions. Customer instructs lexiQA to process Customer Data to provide the Service and respond to customer support requests.
lexiQA will only process Customer data in accordance with this agreement and will not process Customer data for any other purpose. For more details, please go to lexiQA's Data Privacy webpage here and read lexiQA's Privacy Policy here.
Use of service
All content checked or processed by Customer through the Service remains the property of Customer, as between lexiQA and Customer ("Customer Content"). If the Service provides any revised content, scoring, reporting, or guidance ("Guidance") regarding Customer Content, lexiQA hereby grants Customer a perpetual, irrevocable non-exclusive, transferable license to copy, distribute, create derivative works, modify, publicly perform and display, and otherwise use such Guidance for any business purpose. At the same time, Customer grants lexiQA the right to use the Customer Content solely for purposes of performing under this agreement.
Customer (i) is solely responsible for Customer Content and all activity in its account in the Service; (ii) must use commercially reasonable efforts to prevent unauthorised access to its account, and notify lexiQA promptly of any such unauthorised access; and (iii) may use the Service only in accordance with the Service’s online Help Centre and applicable law.
lexiQA must provide customer support for the Service which covers (i) maintenance releases, (b) bug fixes, (c) addition of new linguistic QA features and (d) addition of new language modules, for no additional fee.
Disclaimer: The Service provides machine-generated guidance to optimise content, and Customer must make and is responsible for the final decision regarding following or modifying the guidance.
Availability of and access to service
lexiQA will attempt to provide continuous availability and access to its Service. In the event that we are unable to provide access for reasons beyond our control, we will communicate the reasons for the outage and expected duration of the outage clearly and explicitly to the Customer. These outages could be due to third parties that the Service depends on, such as, but not limited to Amazon AWS or other third-party service providers. Also, while we will make commercially reasonable attempts to back up all Customer data, in the event of recovery from disaster, the Customer may have to reconfigure the Service to get it back to the state it was in before the outage. lexiQA is hosted by a third-party hosting service provider. Its third-party service providers have implemented and maintain commercially reasonable technical and organisational security measures designed to: (a) ensure the security and confidentiality of Customer data in lexiQA's and/or its third-party service providers' custody and control; (b) protect against anticipated threats or hazards to the security or integrity of Customer data; (c) protect against unauthorised access to or use of Customer data; (d) encrypt Customer's Content and data during transmission by lexiQA and its third-party service providers and when being uploaded by Customer for use in connection with the Services using an https connection; and (e) ensure that lexiQA's return or disposal of Customer data is performed in a manner consistent with the foregoing. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures to access your data for improper purposes. You acknowledge that there are risks inherent to Internet connectivity that could result in the loss of your privacy, confidential information and property.
lexiQA property
Reservation of rights: the software, workflow processes, underlying algorithms, user interface, designs, Software and Documentation, and other technologies provided by lexiQA as part of the Service are the proprietary property of lexiQA and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with lexiQA. Customer may not remove or modify any proprietary marking or restrictive legends in the Service or Software and Documentation. lexiQA reserves all rights unless expressly granted in this agreement.
Feedback: if you send or transmit any communication, comments, questions, suggestions, or related materials to lexiQA, whether by letter, email, telephone, or otherwise ("Feedback"), suggesting or recommending changes to the Software or Support Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be exclusively owned by lexiQA. You hereby assign all right, title, and interest in, and lexiQA is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights relating to the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that lexiQA is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Restrictions: customer may not (i) sell, resell, rent, or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libellous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorised access to the Service or their related systems or networks; (v) disassemble, decompile, or reverse-engineer the Service or Software and Documentation, or any part thereof, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, or programming interfaces of the Service or Software and Documentation by any means whatsoever; or (vi) access the Service or use the Software and Documentation to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.
Software and Documentation: all software provided by lexiQA as part of the Service, and the Service documentation, sample data, marketing materials, training material, and other material provided through the Service or by lexiQA ("Software and Documentation") are licensed to Customer as follows: lexiQA grants Customer a non-exclusive, non-transferable license during the term of this agreement, to use and copy such Software and Documentation, solely in connection with the Service.
Limitation of liability
lexiQA does not and cannot control the flow of data to or from lexiQA's cloud network and other portions of the Internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer's connections to the Internet (or portions thereof). Although lexiQA will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, lexiQA cannot guarantee that such events will not occur. Accordingly, lexiQA disclaims any and all liability resulting from or related to such events.
lexiQA is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; inaccurate guidance; loss of data, records, or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility of such damage or loss.
Governing law
This Agreement and all matters arising out of it shall, unless otherwise specified on the applicable ordering document or by Supplier in writing, in all respects be governed by the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English courts. Any controversy or claim between the parties and/or arising out of this Agreement will be determined in London, England by one disinterested arbitrator in binding arbitration administered by the London Court of International Arbitration. The arbitral decision and award will be final and binding on the parties, and may be entered and enforced in any court of competent jurisdiction. The parties shall bear the expenses of the arbitration equally, provided that each party shall pay for and bear the cost of its own experts, evidence, and legal counsel. However, nothing in this clause shall exclude or limit applicable mandatory local law relating to Customer.