Terms and Conditions

Kriselis, Inc. located at, 2211 Elliott Avenue, Suite 300, Seattle, WA 98121, USA (“Kriselis”) specializes in Services based on machine learning, e.g., machine translation Services, and provides its online Services at Kriselis.com.

Customer wishes to utilize Kriselis’s Services in its own software products and/or for other business or private purposes. To allow Customer to make use of the Services, Customer is granted access to the subscribed Kriselis Services in accordance with and to the extent of these Terms and Conditions.

The following Terms and Conditions, together with any other notices or documents that they expressly incorporate, are defined by and between Customer and Kriselis. This document governs Customer’s access to and use of the Services.

IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH KRISELIS ON AN INDIVIDUAL BASIS (WAIVING CUSTOMER’S RIGHT TO A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

THESE TERMS AND CONDITIONS ALSO CONTAIN RELEASES, LIMITATIONS ON LIABILITY, AND PROVISIONS ON INDEMNITY AND ASSUMPTION OF RISK, ALL OF WHICH MAY LIMIT CUSTOMER’S LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM CAREFULLY.

Please read this Agreement carefully before you start to use the Services and before clicking the Order Button. By using the Services, clicking to accept, or clicking the Order Button, Customer agrees on behalf of itself or as an authorized representative on behalf of Customer’s entity to the Agreement. If Customer does not agree to this Agreement, Customer must not access or use the Services.

This Agreement is available at https://www.Kriselis.com/

01 Definitions:

  • 1.1 “API”: refers to the Application Programming Interface provided by Kriselis to Customer as set out in the Service Specification and the Documentation provided by Kriselis.
  • 1.3 “API Request”: refers to an HTTP request transmitted by the Application to the API.
  • 1.4 “API Response”: refers to the API’s response to API Request.
  • 1.5 “Application”: refers to the software or Service developed by or on behalf of Customer which utilizes the API.
  • 1.6 “Business Days”: are Monday through Friday, excluding public holidays in the United States of America.
  • 1.7 “Characters”: shall have the meaning as set out in the definition for “Number of Characters”.
  • 1.8 “Content”: refers to any input data (texts, documents, etc.) sent by Customer to the Services as specified in the Service Specification to have it processed by Kriselis.
  • 1.9 “Customer”: refers to the person or entity ordering or subscribing to the Kriselis Services as the contracting party of Kriselis.
  • 1.10 “Customer Training Data”: refers to bilingual terms, example
    documents and similar texts (monolingual or bilingual) submitted by Customer
    to the Services (for example glossaries) to improve and customize the
    Processed Content produced by Kriselis 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).
  • 1.11 “Kriselis API Free”: refers to the API provided by Kriselis free of charge.
  • 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 “Internal Users”: refers to the users of Customer’s access to the Services for internal purposes of Customer, e.g., Customer’s employees, employees of affiliated companies within Customer’s corporate family that Customer controls by majority ownership, freelance collaborators or Customer’s Service providers.
  • 1.16 “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.
  • 1.17 “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).
  • 1.18 “Processed Content:” refers to any Content that has been processed using the API or the Kriselis Translator.
  • 1.19 “Services”: refers to entirety of the Pro Services offered by Kriselis in accordance with the Service Specifications, excluding Test Functions.
  • 1.20 “Service Specification”: refers to the list of functionalities and specifications of the Services and/or the Customer Training Data (as applicable in each case) as agreed upon conclusion of this Agreement.
  • 1.21 “Single-User License”: refers to a license to use a Service 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 Service by more than one person at the same time, the Customer has to acquire a team license or multiple Single-User Licenses.
  • 1.22 “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 Services, e.g., translation plugins for third- party applications for which Customer has to use their own API credentials.

02 Subject of the Agreement

  • 2.1 Subject to this Agreement and the Service Specification, Kriselis Customer with access to the subscribed Services 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 Kriselis the agreed remuneration as indicated during the online purchase process or in the order form.

03 Services of Kriselis

  • 3.1 General
    • 3.1.1 Kriselis Customer with a license to access to the Services within the term and scope of this Agreement, including the Service Specification.
    • 3.1.2 Kriselis will only temporarily store Content or Processed Content to the extent technically required to provide its Services. 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, Kriselis 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 Kriselis may process Content, Processed Content and Customer Training Data on its servers as well as on technical infrastructure owned and operated by third party cloud providers. Kriselis has the right to determine the location of data processing. The location of the data processing may depend, among other things, on the location of the customer or its Internal Users and the availability and capacity of the technical infrastructure used. The third-party data processing will utilize Kriselis & proprietary models, hosted on a Kriselis environment on the third-party technical infrastructure.
    • 3.1.4 Kriselis 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 Kriselis 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 Kriselis 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.
    • 3.1.5 Kriselis will make use of the Customer Training Data exclusively in connection with the translations or improvements of the respective Customer. Furthermore, Kriselis will store and process it for the term of the Agreement in such a way that no unauthorized persons have access to it. As the Customer Training Data is processed automatically, it can be deleted at the Customer’s request. However, it cannot be returned to the Customer (as Kriselis does not offer any data storage Service). Kriselis reserves the right to add additional features to the Services at any time. Furthermore, Kriselis may change, limit or remove existing features for reasons of data security, technical necessities or due to changes in applicable law, provided that the change, limitation or removal is reasonable for Customer in consideration of the interests of both Parties. Kriselis shall inform Customer of such changes in due time in writing (e-mail sufficient).
    • 3.1.6 Kriselis 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. Kriselis may make them available voluntarily to all our 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 Kriselis. They are not final products or features and may contain bugs or other inaccuracies. Kriselis can change, adapt or discontinue the Test Functions at any time.
    • 3.1.7 Further Services, including but not limited to consulting, individual development, or implementation or training Services, shall only be provided by Kriselis upon express written agreement.
    • 3.1.8 Notwithstanding Section 3.1.3, Kriselis is entitled to subcontract third parties to fulfil their contractual duties in whole or in part.
    • 3.1.9 Customer may grant Internal Users access to the Services in its sole discretion. However, Customer shall be fully liable for any use of the Services by Internal Users and shall ensure that Internal Users are aware of and respect all restrictions for the use of Services set out in this Agreement. Customer shall promptly notify Kriselis of any suspected or alleged violation of this Agreement and shall cooperate with Kriselis with respect to investigation of such violations as well as to any action by Kriselis to enforce this Agreement.
    • 3.1.10 Kriselis, acting in its sole discretion, may provide the Customer with
      • a) aggregated data on the use of the subscription within the Customer’s organization and/ or
      • b) usage data of individual Internal Users of Customer (“Individual Usage Data”).
      • c) enabling the Customer to evaluate the use of the subscription and manage it accordingly. Customer must treat any Individual Usage Data confidentially and in compliance with applicable data protection laws. It is the sole responsibility of Customer to ensure that any subsequent processing of Individual Usage Data as independent controller is conducted in accordance with applicable data protection laws, including but not limited to the EU GDPR (Regulation (EU) 2016/679). Kriselis shall not be liable for any subsequent processing of Individual Usage Data by Customer following on from the receipt of any Individual Usage Data.
  • 3.2 API (Application Programming Interface)
  • In addition to Section 3.1, the following shall apply to the API:
    • 3.2.1 Kriselis will provide Customer with respective access credentials for the API.
    • 3.2.2 The API allows Customer to use the technical infrastructure based on machine learning by means of transmitting Content to the technical infrastructure. Kriselis shall process the Content in accordance with this Agreement, the Service Specification and the Documentation. However, Kriselis is notr obligated to ensure nor warrants correctness or accuracy of API Responses or Processed Content. Kriselis does not give any guarantee regarding the correctness of the Processed Content created by the machine learning system.
    • 3.2.3 Kriselis 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 Kriselis. Code Samples are provided in electronic form and can be downloaded from a dedicated website. Kriselis is not obliged 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, Kriselis may introduce new versions of the API with an additional or different range of features. Furthermore, Kriselis may terminate deprecated versions of the API provided that the termination is reasonable for Customer in consideration of the interests of both Parties. Kriselis shall inform Customer of such termination in writing (e- mail sufficient) at least four (4) weeks before the termination becomes effective. Kriselis will inform Customer of updates of the API via e-mail.
    • 3.2.6 Some Third-Party Applications may require Customer to acquire Services from Kriselis in order to use certain features of the Third-Party Applications (e.g., translation plugins). Kriselis is not responsible for any Third-Party Application. Any use of such Third-Party Application is solely subject to the terms and conditions of its respective vendor and Kriselis does not have any influence on such Third-Party Applications.

04 Availability

  • 4.1 Kriselis shall provide an annual average of 97% uptime availability for those Services that are subject to charges or remuneration. The availability calculation excludes any downtime for planned maintenance work as well as Service interruptions which are beyond Kriselis’s control, including but not limited to short-term and undue increase in the number of 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 Services 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).

05 Conclusion of the Contract

  • 5.1 A contract regarding Kriselis’s Services under this Agreement is entered by providing 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 Kriselis reserves the right to reject Customer requests to enter a contract. In this event, Kriselis will display a respective message during the buying process, at latest when Customer has clicked the Order Button. Kriselis rejects contracts with Customers providing machine translation
  • 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 Kriselis can be entered into by other means of distance communication (e.g., e-mail). In this case, Kriselis 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 Kriselis expressly confirms the conclusion of the contract or by putting the Services at Customer’s disposal.
  • 5.5 Kriselis shall provide its Services immediately after entering into the Agreement.
  • 5.6 The official language of this Agreement is in the English language and the parties have expressly requested that this Agreement be drafted in the English language. Any translations are for convenience only.

06 Free Trial Subscription

  • 6.1 Kriselis may provide Customer with a free trial subscription for selected Services at its own discretion.
  • 6.2 After the free trial period, the free trial subscription is automatically extended to a paid subscription to the Service as selected by Customer. The free trial subscription can be terminated at any time during its term by Kriselis or Customer. If Kriselis or Customer terminates the free trial subscription during its term, the free trial subscription does not extend to a paid subscription.

07 Copyright and Intellectual Property

  • 7.1 Kriselis grants Customer a non-exclusive, non-transferable, non- sublicensable worldwide right to use the Services 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 Kriselis.
  • 7.2 Kriselis 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 to reproduce them and provide them to Internal Users or contractors to the extent required for the intended use of the Services.
  • 7.3 Kriselis 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, to reproduce the Code Samples and provide them to Internal Users, to modify and create derivative works of the Code Samples (“Derivatives”) and to use, sublicense or distribute such Derivatives without limitation.
  • 7.4 All rights regarding the Content Processed Content and/or Customer Training Data remain with Customer. However, Customer grants Kriselis the non-exclusive worldwide right to use the Content and/or Customer Training Data solely to provide Kriselis’s Services to Customer. Customer grants to Kriselis the right to temporarily store, modify, process, translate, improve 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 Kriselis does not assume any copyright to the translations or improvements made by Customer using the Services. In the event that the translations or improvements made by Customer using the Services are deemed to be protected under copyright laws to the benefit of Kriselis, Kriselis grants to Customer, upon creation of such translations or improvements, all exclusive, transferable, sublicensable, worldwide perpetual rights to use the translations or improvements without limitation and for any existing or future types of use, including without limitation the right to modify the translations or improvements and to create derivative works.
  • 7.6 To the extent that Customer prepares any Derivatives as set forth in Section 7.3, Customer irrevocably and perpetually covenants not to assert any of its intellectual property rights in the Derivatives thereto against Kriselis or any Kriselis customers. As used herein "assert" means to bring an action of any nature before any legal, judicial, arbitration, administrative, executive or other type of body or tribunal that has or claims to have authority to adjudicate such action in whole or in part. The foregoing is deemed a power with an interest and is irrevocable.
  • 7.7 Customer hereby grants Kriselis a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, perpetual, license to use or incorporate into the Services any Customer feedback regarding the Services (received via e-mail or the contact form), including any copyright therein, and hereby waives any moral rights Customer may have in any Customer feedback. All Customer feedback is provided by the Customer on an “as is” basis without warranty of any kind. For avoidance of doubt, any Content, Process Content and Customer Training Material shall not be regarded as feedback within the meaning of this Section 7.7.

08 Obligations of Customer

  • 8.1 General
    • 8.1.1 Customer may use the Services solely for the purpose agreed between the Parties. Customer may not, and will not allow third parties (including Internal Users and End Users) to use the Services, Processed Content created using the Services, Documentation or other data, information or Service provided by Kriselis unless after expressly authorized by Kriselis in written form
      • a) 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 economic or physical damage.
      • b) for any illegal activities, including the development of any applications infringing any third-party rights or any other applicable laws or regulations.
      • c) for spamming or any other unsolicited advertising.
      • d) to perform benchmark or other capacity testing of Kriselis’s technical infrastructure.
      • e) to create a similar product or, Service whose primary purpose is to provide Services based on machine learning, including but not limited to translations, bilingual/multilingual dictionaries or writing assistance.
      • f) to develop, market or train a machine translation algorithm.
      • g) to transmit any data to Kriselis which may not be transmitted to or processed by Kriselis 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 Kriselis secure and will not disclose them to any third parties unless required for the contractually intended and permitted use of the Services. Customer is not entitled to repackage or resell access credentials or its access to the Services 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 Kriselis and processed by Kriselis for Customer in connection with the Services under this Agreement. Customer shall immediately notify Kriselis and agree with Kriselis on a data processing agreement (which shall be provided by Kriselis) if Customer intends to transmit personal data to Kriselis using the Services. Customer shall not collect, process or use any personal data in connection with the Services without the express consent of the data subject or sufficient other legal authorization. Kriselis will reasonably co-operate with Customer to assist Customer in implementing such required legal authorizations.
    • 8.1.4 Customer shall indemnify, defend and hold harmless Kriselis from any and all third-party claims including the necessary expenses for legal defense, asserted against Kriselis due to any violation of this Agreement by Customer. If third parties should assert such claims against Kriselis, Kriselis shall inform Customer about the asserted claims without undue delay and leave the defense at the discretion of Customer. Kriselis shall not settle or recognize claims of third parties without Customer’s consent, which consent shall not be unreasonably withheld or delayed. Kriselis shall be entitled to request a reasonable advance for the legal defense expenses incurred 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 Services, Customer shall comply with the acceptable use policies set out by the vendor of the Third-Party Application if applicable.
    • 8.1.6 Keys must only be used for appropriate applications
    • 8.1.7 Customer is only permitted to use the Services in compliance with applicable laws. This also includes export control laws and regulations.
    • 8.1.8 Customer authorizes Kriselis to access their account settings for the purpose of supporting Customer’s onboarding to Kriselis’s Services and general user management as well as account and subscription management throughout the subscription term (e.g., enabling the SSO set up, adding and deleting Internal Users, (re-)assigning team account administrators, enabling or adjusting account settings as requested by Customer). Kriselis may also access Customer’s account settings for troubleshooting purposes and to carry out usage analytics for Customer’s subscription.

09 Remuneration

  • 9.1 If remuneration has been agreed upon, Customer shall pay the base remuneration as well as usage-based remuneration as stipulated upon entering into the Agreement.
  • 9.2 All amounts shall be paid in full in the currency indicated on the invoice. The Customer shall bear all bank and transfer charges as well as any currency conversion costs (if any).
  • 9.3 Requests shall be billable in terms of Section 9.1 if (i) the Request has been successfully transmitted and (ii) there has been a valid response in accordance with the Documentation. Server errors shall be deemed as valid Response only if they occur due to failures on Customer’s side, including the use of incorrect, incompatible or insufficient Content or other use of the API which does not comply with the technical requirements set out in the Service Specification or Documentation provided by Kriselis.
  • 9.4 All amounts are understood not to include any applicable sales tax.
  • 9.5 Unless there is no different legal requirement, all invoices shall be made available to the Customer exclusively in a digital format (e.g., as PDF files sent by e-mail to the invoice e-mail address indicated by the Customer or available for download by the Customer on the website in the customer account).
  • 9.6 For Services with a fixed base remuneration, the remuneration is due at the beginning of each billing period.
  • 9.7 If the Customer chooses to pay by credit card or direct debit for Services with a variable remuneration, Kriselis reserves the right to debit advance payments during the billing period. The relevant equivalent value related to the subsequent prepayments will be based on the usage of the Customer. The basic price of a subscription is due upon the activation of a subscription and the basic price for the new billing period, as well as any outstanding usage-dependent payments, and is due on the end date of the running billing period. The Customer will receive a monthly invoice.
  • 9.8 If Kriselis is not able to debit the due advance payment in accordance with Section 9.7, Kriselis will block the access of the Customer to the Services. As soon as the debit is successful, Kriselis will immediately restore access.
  • 9.9 Kriselis reserves the right to block access to the Services if the Customer has not paid any due fee after having been sent a written notification by Kriselis (a notification sent by email will suffice). If the Customer pays all outstanding claims, Kriselis will without any delay, but at the latest, within three (3) Business Days after the receipt of the entire payment by Kriselis, restore the access of the Customer. Depending on the selected payment method, the following will apply additionally:
    • 9.9.1 In case payments are made by invoice, Kriselis will inform the Customer of the impending blocking after the due date and will request payment from the Customer. In case the payment is not made within three (3) subsequent Business Days, Kriselis will be entitled to block the access of the Customer. After blocking, Kriselis will send another payment request to the Customer in order to restore access.
    • 9.9.2 In case Kriselis is not able to debit the due payment for payments made by credit card or direct debit, Kriselis will ask the Customer to update the agreed payment method or to provide a new payment method and will inform the Customer of the impending blocking. In case the debit continues to fail after the notification, Kriselis is entitled to block access to Services. After the blocking, Kriselis will send another request to the Customer to provide a new payment method to restore access.
    • 9.9.3 In the event and to the extent that the Customer, in accordance with the applicable law, is obliged to withhold a certain amount related to taxes, duties, levies or similar (hereinafter referred to as the “Withholding Tax“) from payment to Kriselis and remit to the respective tax authorities, the amount payable by the Customer to Kriselis will be increased by the amount due for the said Withholding Tax. Consequently, in each case, Kriselis shall obtain from the Customer an amount corresponding to the amount the Customer would have had to pay in case such Withholding Tax is not applied. The Customer is obligated to withhold the Withholding Tax in the appropriate amount and in accordance with the requirements of the applicable law and to pay the said amount to the competent tax authorities. The Customer is obliged to provide Kriselis with proof related to the proper withholding and corresponding payment of the due Withholding Tax. Kriselis will reasonably cooperate with the Customer to determine whether the said deduction or withholding of Withholding Tax from the Service provided by Kriselis is or was required. If this is the case, to the extent permitted by law, Kriselis will cooperate with the Customer to reduce the applicable Withholding Taxes and to assign to the Customer any claim for repayment of the Withholding Tax (if applicable).

10 Term and Termination of this Agreement

  • 10.1 The Agreement shall continue until terminated as set forth in the ordering process and confirmation page. Each Party may terminate the Agreement at any time with effect to the end of the current billing period by selecting the corresponding option in their account or by providing written notice to the other Party.
  • 10.2 If the Parties agree to a fixed term, the term shall be automatically extended by the agreed fixed term unless the Agreement is terminated.
  • 10.3 Kriselis reserves the right to restrict or suspend features for other reasons than those specified in Section 3.2.4. In such case, Kriselis shall inform Customer of the proposed changes with two months’ prior notice in writing (e-mail is sufficient). Further, Kriselis shall grant Customer a reasonable period of at least two (2) months to declare whether Customer accepts the proposed changes. If Customer does not give any notice within this period, which shall commence running from the receipt of the notification, the proposed changes shall be deemed as agreed. Kriselis shall inform Customer of legal consequences, i.e., the right of objection, the objection period, and the implications of remaining silent. In the event Customer opposes the change within the term, the Agreement can be terminated by each party immediately.
  • 10.4 In the event
    • a) of a severe, persisting, imminent or repeated material breach of these Terms and Conditions, in particular an obligation set forth in Section 8 or
    • b) Kriselis has a factual indication of an automated use of Kriselis provision, according to Section 8.2,
    • Kriselis shall be entitled to temporarily suspend Customer’s access to the Services upon prior written notice (e-mail sufficient).
    • Notwithstanding further rights under this Agreement, Kriselis shall restore access within a reasonable period if the breach is remedied, does not continue, or is no longer imminent, or Customer has provided a binding statement that the breach will not be repeated.
  • 10.5 KRISELIS MAY TERMINATE THIS AGREEMENT OR SUSPEND CUSTOMER’S ACCESS TO THE SERVICES AT ANY TIME, INCLUDING IN THE EVENT OF CUSTOMER’S MATERIAL BREACH OR ACTUAL OR SUSPECTED UNAUTHORIZED OR FRAUDULENT USE OF THE SERVICES OR NON-COMPLIANCE WITH THIS AGREEMENT INCLUDING THESE TERMS AND CONDITIONS, OR IF KRISELIS WITHDRAWS THE SERVICES OR ANY CONTENT CONTAINED THEREIN. If Customer or Kriselis terminates this Agreement, or if Kriselis suspends Customer’s access to the Services, Customer agrees that Kriselis shall have no liability or responsibility to Customer, and that Kriselis will not refund any amounts that Customer has already paid, to the fullest extent permitted under applicable law. To learn how to terminate Customer’s account, please see the support section on the website. This section will be enforced to the fullest extent permissible by applicable law. Without limiting the foregoing, the following cases are considered a material breach of this Agreement:
    • a) The e-mail address used for registration does not exist or is obviously not valid.
    • b) The address does not exist or is invalid.
    • c) Customer has registered several times to use the Service free of charge or Customer still has open payments from other contracts.
    • d) Customer uses fraudulent, lost, stolen or blocked/inadmissible means of payment.
    • e) Customer has contested or demanded the return of a payment without informing Kriselis of a valid reason for contesting or demanding the return. The suspension of Customer’s access will be upheld until Customer informs Kriselis of a valid reason.
  • 10.6 In case Customer violates the restrictions on using certain types of Services (Section 8.1.6), utilizes Services with unlimited usage in a way in which they were not intended, Kriselis reserves the right to disable the access and cancel the Agreement with immediate effect. In this case, Customer will be refunded fees already paid proportionally.
  • 10.7 For Services with a maximum monthly usage cap, Kriselis will only allow the contracted number of characters (as described in the Service Specification) to be translated / improved within a billing period. Once the monthly usage limit is reached, Customer will no longer be able to use the Services, unless a Service with a higher number of characters has been purchased (if available).
  • 10.8 Within the free trial period, Customer or Kriselis may terminate the Agreement at any time with immediate effect.
  • 10.9 If Customer exclusively uses free Services of Kriselis, both Parties are entitled to terminate the Agreement at any time. Specifically, Kriselis may terminate the Agreement if Customer has not used the Services of Kriselis for a longer period of time.

11 Warranty Disclaimer

  • 11.1 THE SERVICES AND CODE SAMPLES ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND; AND (II) KRISELIS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. KRISELIS DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE, OR THAT DEFECTS IN THE SERVICES OR SERVICES WILL BE CORRECTED. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, KRISELIS'S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

12 Limitation of Liability and Waiver of Consequential Damages

  • 12.1 Consequential Damages Waiver. SUBJECT TO SECTION 12.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL KRISELIS OR CUSTOMER, BE LIABLE TO (AS APPLICABLE) KRISELIS, CUSTOMER, ANY END USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE AND/OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 12.2 Limitation of Damages. SUBJECT TO SECTION 12.3, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL KRISELIS’S OR CUSTOMER’S TOTAL CUMULATIVE LIABILITY TO (AS APPLICABLE) KRISELIS, CUSTOMER, ANY END USER OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR FOR INDEMNITY OR OTHERWISE), UNDER THIS AGREEMENT, AND REGARDLESS OF THE NUMBER OF CLAIMS, EXCEED THE TOTAL AMOUNT OF FEES PAID AND PAYABLE BY CUSTOMER TO KRISELIS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
  • 12.3 Exclusions. The limitations in Sections 12.1 and 12.2 shall not apply to the extent arising from (i) a party’s fraud or willful misconduct, (ii) gross negligence that results in physical harm or property damage, (iii) breach of the licenses granted herein, or license restrictions, (iv) payment of license or other fees to Kriselis or (v) Customer’s indemnification obligations.
  • 12.4 Failure of Essential Purpose. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  • 12.5 Allocation of Risk. The sections of this Agreement that address indemnification, limitation of liability and disclaimer of warranties allocate the risk between the parties and such sections shall survive termination of this Agreement or Customer’s account. This allocation of risk is an essential element of the basis of the bargain between the parties.

13 Amendments

  • 13.1 Kriselis reserves the right to change or modify this Agreement at any time and in Kriselis’s sole discretion. If Kriselis makes material changes to this Agreement, Kriselis will provide notice of such changes, i.e. by posting a notice on our Services and/or updating the “Last Modified” date below. Customer’s continued use of the Service following the posting of changes or modifications will confirm Customer’s acceptance of such changes or modifications. If Customer does not agree to the amended Agreement, Customer must stop using our Services.

14 Miscellaneous

  • 14.1 This Agreement represents the complete and exclusive agreement between the parties on its subject matter and supersedes all prior and contemporaneous agreements relating to the subject matter. Customer purchase order or other terms and conditions of Customer shall not be part of this Agreement and are hereby rejected, unless Kriselis has expressly agreed in written form.
  • 14.2 Kriselis may identify Customer as a reference customer of Kriselis (including on its website and in sales and advertising material) and Customer grants Kriselis the right to use Customer’s name and logo for this purpose for the duration of this Agreement. Kriselis will comply with Customer’s trademark usage guidelines Customer provides in advance in writing. Customer owns all goodwill arising from the use of its name and logo. To opt-out of this right, Customer can email marketingoptout@Kriselis.com.
  • 14.3 No waiver by Kriselis of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Kriselis to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
  • 14.4 If any provision of this Agreement is held by a court, arbitration body or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
  • 14.5 This Agreement shall be exclusively governed by the law of the State of Washington, excluding conflict of law provisions.

15 Binding Arbitration; Class Action Waiver.

Dispute Resolution. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). Customer and Kriselis expressly agree and intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. For purposes of this Section, “Claims” means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre- litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) the Services, including any and all contents, materials and software related thereto, and/or (ii) Customer’s use of the Services.

  • 15.1 Informal Resolution of Disputes and Excluded Disputes. If any Claim arises out of or relates to the Services or this Agreement, other than as may be provided herein, then Customer and Kriselis agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Kriselis notice to Customer will be sent to Customer based on the most recent contact information that Customer provide Kriselis. If no such information exists or if such information is not current, Kriselis has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, Customer and Kriselis will engage in a dialog to attempt to resolve the Claim, though nothing will require either Customer or Kriselis to resolve the Claim on terms with respect to which Customer and Kriselis, in each of our sole discretions, are not conformable.
  • 15.2 Binding Arbitration. If Customer and Kriselis cannot resolve a dispute or claim, within sixty (90) days of the receipt of the notice, then the Customer agrees that that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement are void or voidable, or whether a claim is subject to arbitration relating to Customer’s use of the Services, will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act (FAA), not state law, shall govern the arbitrability of such disputes, including the class action waiver below. However, Customer and Kriselis agree that Washington state law or United States federal law shall apply to, and govern, as appropriate, any and all claims or disputes arising between Customer and Kriselis regarding this Agreement and the Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the terms of this Agreement as a court would. THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, CUSTOMER’S ACCOUNT OR CUSTOMER’S USE OF THE SERVICES.
    • 15.2.1 Initiating Arbitration. To begin an arbitration proceeding, the customer must send a letter requesting arbitration and describing Customer’s claim to Kriselis at Kriselis 2211 Elliott Avenue , World Trade Center East, Seattle, Washington 98121 or e-mail: support@Kriselis.com. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS & rules. The arbitration shall take place in Seattle, Washington or at such other venue (and pursuant to such procedures) as is mutually agreed upon. Customer can obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com.
    • 15.2.2 Fees. Customer and Kriselis will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Kriselis to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Kriselis will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit Customer to recover attorneys’ fees. Kriselis will not seek to recover attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
    • 15.2.3 Class Action Waiver. CUSTOMER AND KRISELIS EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Customer and Kriselis each agree that such proceeding shall take solely by means of judicial reference pursuant to Washington Code of Civil Procedure section 338.
    • 15.2.4 Exclusions; Venue. Notwithstanding the agreement to resolve all disputes through arbitration, Customer or Kriselis may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). Customer or Kriselis may also seek relief in small claims court for Claims within the scope of that court’s jurisdiction. In the event that the arbitration provisions above are found not to apply to Customer or to a particular Claim, either as a result of Customer’s decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, Customer agrees that the venue for any such Claim or dispute is exclusively that of a state or federal court located in King County, Washington. Customer and Kriselis agree to submit to the personal jurisdiction of the courts located within King County, Washington for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement or Customer’s use of the Services in the event that the arbitration provisions are found not to apply. In such a case, should Kriselis prevail in litigation against Customer to enforce its rights under this Agreement, Kriselis shall be entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Kriselis may be entitled.
    • 15.2.5 Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF CUSTOMER OR KRISELIS WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN CUSTOMER OR KRISELIS MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by Kriselis to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to the Services, intellectual property rights of Kriselis, and/or Kriselis’s of the Services.
    • 15.2.6 Your Right to Opt-Out. Customer has the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of Customer’s decision to opt-out to: support@Kriselis.com with the subject line “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of Customer’s first use of Kriselis Services, otherwise Customer shall be bound to arbitrate any disputes in accordance with the terms of this Agreement providing for binding arbitration. If Customer opts-out of these arbitration provisions, Kriselis also will not be bound by them. Arbitration shall be under the laws of the county of King, state of Washington

Kriselis Service Specification

  • Kriselis provides accessible translation for all customers in addition to editing and reviewing. Request parameters must be encoded in accordance with the documentation provided under https://developers.Kriselis.com/docs. Authentication is based on fixed keys, SSL handling transport security. The translate function provides the following functionality:
  • Text – Text to be translated
  • Only text encoded in accordance with the documentation is supported.
  • Source language – Customer agrees to provide source language and a list of other languages to be included. This list may be changed at no charge to the customer via additions and subtractions on a semiannual basis. If customer parameters are omitted, Kriselis has the right to use best judgement in the addition or subtraction of languages to be translated. Translations will be done based upon the best available codes in current use.
  • Detected source language – The language which has been detected for the source text.
  • Text – The translated text.
  • Kriselis allows Customer to translate whole or partial documents.
  • In addition, browsers, their JavaScript execution environment, and the HTTP transmission techniques used impose technical limits. Kriselis will try to notify the Internal User about exceeding contract limits and warn about possible performance issues.
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