AGREEMENT ON THE USE OF DATA IN QT21
AGREEMENT ON THE USE OF DATA IN QT21
between
You, hereinafter referred to as the “QT21 User”, and
Taus B.V., a limited liability company organized and existing under the laws of the
Netherlands, having its office at Keizersgracht 74, Amsterdam in the Netherlands, registered
with the Dutch Chamber of Commerce under registration number [37147141], hereby duly
represented by Mr. Jaap van der Meer (hereinafter: “TAUS”).
QT21 is a research action receiving funding from the European Union’s Horizon 2020 research and
innovation programme under grant agreement No 645452 between 2015 and 2018. TAUS, being a
project partner in QT21, offers data that will be used in QT21 to support statistical machine transla-
tion.
This Agreement is based on the TAUS ToU and sets forth the additional terms and conditions
applying to the Parties. It addresses the needs defined in section 29.3 of QT21 Grant Agreement, in
particular the ability to
(a) deposit in a research data repository and take measures to make it possible for third parties
to access, mine, exploit, reproduce and disseminate — free of charge for any user — the
WMT Data Set, including associated metadata, needed to validate the results presented in
scientific publications as soon as possible;
(b) provide information — via the repository — about tools and instruments at the disposal of
the beneficiaries and necessary for validating the results (and — where possible — provide the
tools and instruments themselves).
1.
Definitions and rules of construction
1.1
The following words and phrases shall have the meanings and definitions set forth below:
(a) “TAUS ToU” means the TAUS Terms of Use as of January 2016, attached as Annex I to
this Agreement;
(b) "QT21 User" means You, the contracting party. A QT21 User is any legal person or legal
entity who intends to use the WMT Data Set;
(c) "Agreement" means this agreement;
(d) "Parties" means TAUS and QT21 User jointly;
(e) “WMT Data Set” refers to the data collections that have been prepared for the QT21 Users
and that are originated from the TAUS data repository: benchmark data named
“TAUS_TEST_Datasets_for_QT21_WP3” as defined in the QT21 Data Management Plan.
2.
The subject matter of this Agreement
2.1
All terms and conditions of the TAUS ToU are fully incorporated in this Agreement and fully
apply unless explicitly stipulated otherwise in this Agreement in writing. In case of any
inconsistencies between the TAUS ToU and the terms and conditions as laid down in this
Agreement, the terms and conditions of this Agreement will prevail.
3.
License
3.1
Subject to the terms and conditions of this Agreement, TAUS hereby grants to QT21 User
access to the WMT Data Set with the following rights:
i)
the right to use the target side of the translation units into a commercial product,
provided that QT21 User may not resell the WMT Data Set as if it is its own new
translation;
ii)
the right to make Derivative Works; and
iii)
the right to use or resell such Derivative Works commercially
and for the following goals:
i)
research and benchmarking;
ii)
piloting new solutions; and
iii)
testing of new commercial services.
3.2
The license in Clause 3.1 of this Agreement is explicitly limited to the use as set forth in that
Clause and excludes any other use of the WMT Data Set.
3.3
QT21 User shall not be entitled to and agrees that it shall not disclose and/or make available
the WMT Data Set to any Third Party.
3.4
QT21 User does not need to be a TAUS Member to sign this Agreement.
4.
No Warranty / No Liability / Indemnification
4.1
TAUS makes no representation nor any warranty that the WMT Data Set are correct or fit for
any purpose.
4.2
Except for liability arising from willful misconduct or gross negligence, TAUS will not be
liable for any damages, loss of business, profits, revenue, anticipated savings, indirect or
punitive damages or for any special, incidental or consequential losses with respect to the
WMT Data Set and/or the Database and Language Data Platform.
4.3
QT21 User shall indemnify, defend and hold TAUS harmless for any losses, claims, damages,
awards, penalties or injuries incurred, including reasonable attorney’s fees, which arise from
any claim by any third party in relation to this Agreement, including the use of the WMT Data
Set and/or use of the Database and Language Data Platform.
5.
Termination
5.1
The QT21 User rights granted in this Agreement are irrevocable, unless QT21 User breaches
any of the conditions of this Agreement, upon which QT21 User must immediately cease
access to, and use of, the WMT Data Set.
5.2
To ensure the needs defined in section 29.3 of QT21 Grant Agreement, it is agreed that in the
case where TAUS is out of business, or changes ownership, the QT21 User rights set out in
this Agreement shall persist.
6.
Miscellaneous
6.1
This Agreement is meant to be signed online by QT21 User in the course of the download of
the WMT Data Set. Successful completion of the sign-up procedure shall mean the agreement
of TAUS to use the WMT Data Set in accordance with this Agreement.
6.2
This Agreement and its terms and conditions cannot be assigned by a Party, without the other
Party's prior written consent, such consent not to be unreasonably withheld.
6.3
This Agreement is open to any legal person or legal entity who intends to use the WMT Data
Set.
6.4
If one clause is deemed invalid it does not harm the validity of the rest of the agreement.
TAUS Terms of Use
These terms of use ("Terms of Use") apply to the use of the Dynamic Quality
Framework and the Database, as defined below. Please read these Terms of Use
carefully before using the Dynamic Quality Framework and the Database. The User
(as defined in Clause 1.1. (e) of these Terms of Use) accepts and agrees that the use of
the Dynamic Quality Framework and the Database is governed by these Terms of
Use and that it is bound by these Terms of Use.
1. Definitions
1.1 The following words and phrases shall have the meanings and definitions set
forth below:
(a) “Affiliate” means an entity (i) which is directly or indirectly controlling such Party;
(i ) which is under the same direct or indirect ownership or control as such Party; or (i i)
which is directly or indirectly owned or controlled by such Party. For the purposes of
these Terms of Use, an entity shall be treated as being controlled by another if that
other entity; (i) has fifty percent (50%) or more of the votes in such entity; or (i ) is able
to direct its affairs and/or to control the composition of its board of directors or
equivalent body;
(b) Dynamic Quality Framework ("DQF") means a platform that consists of resources,
a knowledge base, Reports and tools, maintained and updated by TAUS;
(d) "Reports" means graphical reports, key performance indicators and
downloadable reports as well as the underlying data of the USER on which the
Reports are built, as generated by DQF based on the quality evaluations performed
by users of DQF;
(e) "User" is a party or individual that has paid an admission fee and is officially
registered as a user or a member of TAUS;
(f) "Database" means a collection of Data, systematically selected, processed,
maintained and updated by TAUS with its taxonomy of domain and private index
categories;
(g) "Data" means the Language Data as developed by User or licensed to User by a
third party under terms that allows User to provide the Data in the context of this
Agreement and supplied by User to TAUS for further use by itself, its members and
non-members;
(h) "Derivative Work" means a work based upon one or more preexisting works, such
as Data, in which a work may be recast, transformed or adapted. A work consisting of
editorial revisions, annotations, elaborations or other modifications, which as a whole
represent an original work of authorship, is a derivative work. Non-material
modifications to a preexisting work do not constitute a derivative work;
(i) “IP-Free” means Data that are free of Intellectual Property Rights;
(j) “Intellectual Property Rights” means the copyrights and the sui generis database
rights of the User with respect to the Data, including any licensed copyrights and sui
generis database rights, but excluding any copyrights, sui generis database and
patent rights to the Database;
(k) "Language Data" means all data consisting of a source side of the translation, and
the matching target side, which has the same meaning as the source side in a
different language and associated metadata, indicating the language pair and other
pertinent information about this source/target pairs;
(l) “Language Data Platform” means the repository and the applications that together
comprise the platform to be used by members and users;
(m) "TAUS" means TAUS B.V., a Netherlands company, currently residing at Oosteinde
9, 1483 AB De Rijp, The Netherlands;
(n) "Taus Academic Rider Agreement" means the agreement attached as Annex 1 to
this Terms of Use to be signed by Academic members;
(o) “Terms of Membership” means the document that describes procedures,
obligations and rights of the members;
(p) “Parties” means TAUS and User;
(q) “Proprietary Information” means all information, which is not known to the public
concerning the business of the User and including, but not limited in form to,
samples, recipes, prototypes, technical reports, manufacturing instructions, drawings
and formulae.
2. Grant of License and user rights to the Data and the Database
2.1 These Terms of Use set inter alia forth the terms and conditions d under which
User shall supply and license Data to TAUS at no costs. User agrees to use
reasonable efforts to supply Data to TAUS on a regular basis. User grants TAUS a
non-exclusive royalty free worldwide license to use, copy, modify and merge the
Data in connection with the Database and the Language Data platform.
2.2 The Parties recognize the importance of quality of the Database. User has
familiarized itself with the Data and makes sure that the Data is of high quality. It is the
responsibility of the User to undo its Data from Proprietary Information. TAUS must
not knowingly use Data that contains Proprietary Information and TAUS must use
reasonable efforts to refer such Data to User.
2.3 Upon discovery, by either party, that the Data contains Proprietary Information or
other information which User is obligated to keep confidential, the discovering party
shall immediately inform the other party of such discovery. TAUS shall cooperate
fully with User in retrieving and removing such information from the Data, and shall
use best efforts to maintain the confidentiality of such information.
2.4 In consideration of the license grant pursuant to Article 2.1, and subject to Articles
2.5 and 2.6, the User obtains access to the Language Data and the Database provided
that the User is a member of TAUS.
2.5 Access to the Database and the Language Data includes the following limitative
rights:i) the right to use the target side of the translation units into a commercial
product, provided that User may not resell the Data as if it is its own new translation;i )
the right to make Derivative Works; andi i) the right to use or resell such Derivative
Works commercially.
2.6 The right to grant access pursuant to Article 2.5 includes the right to grant such
access to an Affiliate of User or a subcontractor, provided that such Affiliate or such
subcontractor i) will also be bound by all terms and conditions provided for in these
Terms of Use and User being responsible for compliance with the terms and Terms
of Use hereof by its Affiliate or subcontractor and i ) subcontractor is a member of
TAUS Data.
2.7 Any other use or more extensive use of the Data beyond the limited scope of
Articles 2.5 and 2.6, including but not limited to the redistribution, repackaging or
relicensing of the translation units (the original language data and the translation of
the original) in any form or subset, is not allowed.
2.8 Charges for access to the Database and the Language Data will be set out in the
Terms of Membership.
3. Right to use DQF
3.1 TAUS grants User a personal, non-transferable, non-exclusive right to use DQF in
accordance with these Terms of Use.
3.2 The right to access and use DQF is limited to the remote access and/or use of
DQF by means of electronic access via the Internet for purposes of processing,
retrieving and leveraging the Data and the Reports.
3.3 Except as expressly stipulated in these Terms of Use or except as expressly
allowed by mandatory law, the User may not - nor permit any third party to - (a) copy,
make available, sublicense or otherwise commercialize DQF, (b) modify, translate or
otherwise create a derivative work of DQF, (c) disassemble, decompile or reverse
engineer the object code or source code of DQF.
3.4 TAUS may take technical measures to protect DQF. The User may not remove or
circumvent such technical measures.
3.5 TAUS reserves the right to audit - or to have a third party audit - whether User
complies with the granted rights regarding the use of DQF and the Reports.
3.6 The User is responsible for meeting the technical and functional requirements
(provided by TAUS to the User) in order to be able to access and use DQF. The use of
DQF and/or the Reports is for the USER's own account and risk. The use of electronic
communication facilities in order to gain access to DQF is also for the User's own
account and risk. Unless in case of intent or gross negligence, TAUS will in no event
be liable for any damage, loss or costs, including loss of Reports, or any inability of
the User to use DQF as a result of a shortcoming, defect or other malfunction of the
aforesaid electronic communication facilities. Furthermore, the risk of loss or theft of
or damage to the Reports will at all times be borne by the User.
3.7 The User has access to DQF and the Reports for as long as the User has paid an
admission fee. After a User stops paying admission fees TAUS keeps copies of the
User’s Reports for a period of 12 (twelve) months. If the User restarts using DQF within
12 months after having interrupted the usage, all Reports will still be available. If the
User restarts using DQF more than 12 months after having interrupted the usage, the
Reports will no longer be available.
3.8 Usage of the Reports is personal. TAUS ensures that data used to generate
Reports are anonymous.
3.9 TAUS will not automatically renew the User’s subscription. TAUS will notify the
User before the subscription expires. The User will then have to renew the
subscription.
4. User's obligations / Academic Members
4.1 The USER warrants that it will correctly and properly use DQF, the Reports, the
Database and/or the Data which includes but is not limited to compliance with the
terms of these Terms of Use. The User may in any case not use DQF, the Reports, the
Database and/or the Data for any acts and/or conduct contrary to the law, public
order, public decency or these Terms of Use. Furthermore, the User's acts and/or
conduct must be in accordance with what may in all respects be expected of a
responsible and diligent User.
4.2 Academic Members (as defined in the TAUS Academic Rider Agreement) are also
bound by the terms and conditions as set forth in the TAUS Academic Rider
Agreement. To this end, Academic Members shall execute the TAUS Academic Rider
Agreement and return a signed copy to TAUS.
5. Intellectual property rights
5.1 All intellectual and ownership rights, including but not limited to any and all
copyrights, sui generis database rights and patent rights in respect of DQF and the
Database exclusively vest in TAUS and its licensors. Furthermore, TAUS exclusively
owns all rights in any ideas, concepts, know-how, documentation, techniques with
respect to DQF, the Database as well as the technology available on the servers of
TAUS, unless the technology is licensed to TAUS. The User indicates upon submitting
the Data whether the User owns the Intellectual Property Rights to the Data, acts on
behalf of the owner of the Intellectual Property Rights (article 8.1) or submits Data that
are free of Intellectual Property Rights and are as such Fair-to-Share. The User does
not grant TAUS, without the prior written consent from the trademark owner, the right
to use any such trademarks.
6. Functioning of Database and DQF / Liability
6.1 The Database and DQF are provided "as is" without warranty of any kind, express
or implied, including but not limited to warranties of merchantability, fitness for a
particular purpose and non-infringement. In no event shall TAUS vis-à-vis the User be
liable for any claim, damages or other liability, whether in an action of contract, tort or
otherwise, arising from, out, or in connection with the use of DQF, the Reports, the
Database and the Data.
6.2 TAUS shall not be liable for any damage, loss, demand, liability, claim, cost or
expense (including litigation costs and attorney's fees) of whatever kind, caused by or
resulting from the use of the DQF, the Reports, the Database and the Data.
6.3 This Article does not limit TAUS' liability for direct damages caused by gross
negligence or willful intent by TAUS or the board of directors or the executive
management of TAUS provided that User
7. Infringements
7.1 User shall have the first right, but not the obligation, to bring any action to prevent
or terminate any infringement, misappropriation or other unauthorized use of the
Intellectual Property Rights licensed to TAUS under these Terms of Use. Within
fifteen (15 days) of any notice from TAUS of any such infringement, misappropriation,
or other unauthorized use, User shall notify TAUS whether User will bring any such
action. If any such action is brought by User, User shall have full control over the
prosecution and settlement or compromise of such action and shall assume all the
expenses and be entitled to all proceeds in respect of such action provided that
TAUS shall have the opportunity to review and comment in advance on any material
substantive filings or proceedings in such action. TAUS, at User’s expense, shall fully
cooperate with and assist User in such action and shall be the nominal plaintiff or join
as a co-plaintiff if and to the extent required by applicable law or requested by User.
7.2 If User in its discretion elects not to pursue any action against a Suspected
Infringer, User will notify TAUS whereupon TAUS may notify User of its desire to
pursue such action in its own name. If the possible infringement can reasonably be
expected to have material adverse effect on TAUS if no action is taken with respect
to the possible infringement, User shall permit TAUS, at its sole expense, to proceed
in its own name with the prosecution of any action with respect to stopping the
possible infringement, provided that User shall have the right to participate in such
action, at its own expense, shall have the opportunity to review and comment in
advance on any material substantive filings or proceedings in such action, and shall
approve of any settlement of any such action, which approval will not be
unreasonably withheld or delayed.
7.3 Notwithstanding the above, User shall have the final decision with regard to
bringing or proceeding with such action. If User, in its sole discretion, determines that
such action would not be in the best interest of User, User shall notify TAUS of such
determination, whereupon TAUS shall not bring such action against Suspected
Infringer, or if such action has commenced, to terminate such action.
8. Representations and Warranties of User
8.1 User hereby represents and warrants that to the best of its knowledge i) in the
fulfillment of its obligations under these Terms of Use, User will not upload any data
which is violating, infringing or misappropriating any intellectual property rights,
proprietary information or any (trade) secrets of any third party and i ) has the right to
grant to TAUS the licenses contemplated in these Terms of Use. If User is not the
owner of the Intellectual Property Rights, the User will provide the name and contact
details of the owner of the Intellectual Property Rights, or the User will explicitly state
that the Data are free from Intellectual Property Rights.
8.2 User hereby further warrants that to the best of its knowledge Data submissions
do not contain any viruses, worms, spyware, or other components or instructions that
are malicious, deceptive or designed to harm or limit the functionality of a computer.
User warrants that procedures have been put in place that reduce the risk of
contamination of the Data with aforesaid shortcoming.
8.3 User makes no representation or warranty of any nature as to the correctness of
the Data.
8.4 User hereby agrees to indemnify TAUS for, to hold TAUS harmless against and to
reimburse TAUS for, any and all damages and/or expenses (including attorney’s
fees) resulting from any breach of one or more of the representations and warranties
set forth in Article 8.1 hereof, provided that TAUS: (a) provides written notice of the
claim and any such threatened claim promptly to User; (b) gives User sole control of
the defense and settlement of the claim; (c) provides to User, at User's expense, all
available information, assistance and authority to defend; and (d) has not compro
-
mised or settled such proceeding without User's prior written consent.
9. Miscellaneous
9.1 TAUS may (i) suspend access to and/or the use of the DQF and the Database, or
(i ) terminate the granted rights to User, with immediate effect upon written notice if
User breaches the terms of these Terms of Use and/or otherwise acts unlawful
against TAUS (including but not limited to infringing TAUS' rights in DQF and the
Database). If the rights granted to User under these Terms of Use terminate, USER
shall immediately cease using DQF and the Database and destroy any and all entry
codes and/or passwords. Upon termination (for whatever reason) TAUS shall have no
duty or obligation to convert the Reports.
9.2 Dutch law shall govern these terms and Terms of Use. All matters arising out of or
relating to these terms and Terms of Use shall be irrevocably submitted to the
exclusive jurisdiction of the courts of Amsterdam, the Netherlands.
9.3 TAUS may amend these Terms of Use unilaterally. Any such amendments will be
duly reported to the User on beforehand. After such notification, any continued use of
DQF and the Database by User will subsequently constitute acceptance of the Terms
of Use (as amended).
9.4 In the event that one or more provisions of these Terms of Use should be
determined by an arbitral tribunal or court having competent jurisdiction to be null
and void or non-binding, the other provisions of these Terms of Use will continue to
be effective. In such case, the parties are obliged to replace the non-binding
provisions with other provisions that are binding, in such a way that the intended
economic result of the new provisions differs as little as possible from the intended
economic result of the original provisions, taking into account the object and the
purpose of these Terms of Use. If a part or parts of the Terms of Use rendered void,
invalid or unenforceable substantially impair the value of the whole Terms of Use to
any Party, such party may cancel and terminate the Terms of Use by giving written
notice to the other party.
9.5 Any term or condition of a purchase order, invoice or other communication
between the Parties which in any way differ from or add to the terms and Terms of
Use of these Terms of Use will not become binding upon the Parties unless made the
subject of an amendment to these Terms of Use. Either Party's failure to object to any
term or condition contained in any purchase order, invoice or other communication
between the Parties shall not be deemed a waiver of the provisions hereof.
9.6 User may stop using the services of TAUS at any time. Termination of the use of
the services under these Terms of Use does not affect Parties’ rights to use Data that
Parties legitimately obtained prior to the termination. Parties’ obligations and
restrictions as set out in these Terms of Use as regards the use of said Data after
termination will remain in effect.
9.7 Insofar as legally possible, Parties agree to exclude the applicability of articles 6:
227b and 6:227c of the Dutch Civil Code, inter alia, the duty to provide specific
information on e-contracting.
10. Non-Assignment
10.1 These Terms of Use cannot be assigned by a Party, without the other Party’s prior
written consent, such consent not to be unreasonably withheld.