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LICENSE.md

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Terms of Use

These Terms of Use (the “Agreement”) are concluded by and between:

Smartcat Platform Inc., 179 South Street, 6th Floor, Room 2, Boston MA 02111, or any other entity operating the Github repository located at https://github.com/smartcatai (the “Smartcat”),

the person uploading the Content (as defined below) via the upload form available at https://www.smartcat.ai/blog/covidtm (the “Licensor”), and

the person downloading the Content from the Github repository located at https://github.com/smartcatai (the “Licensee”).

Recitals:

  1. Smartcat provides access to its Github repository located at https://github.com/smartcatai (the “Repository”) to the Licensee and access to its Content uploading form located at https://bit.ly/covidtm-submit (the “Upload Form”) to the Licensor in order to share the Licensor’s Content to the Licensee.

  2. The functionality of the Repository and the Upload Form indicated above (the “Service”) is provided on a non-commercial basis solely in order to facilitate exchange of Content between the Licensor and the Licensee. Smartcat is not a party of rights and obligations arising between the Licensee and the Licensor hereunder.

  3. The Licensor provides the License (as defined below) to the Licensee to exploit the Content solely for non-commercial purposes.

If you do not agree to all of the terms of this Agreement, do not submit Content to the Upload Form and do not exploit the Content available at the Repository. If you are executing this Agreement on behalf of an organization, you represent that you have the authority to do so.

1. License

1.1 The Licensor retains ownership of the Content and irrevocably grants the Licensee a non-exclusive, assignable, sub-licensable, worldwide, perpetual, royalty-free, no-cost license and right to use and otherwise exploit the Content in whole or in part, in any manner or medium now or hereafter known or devised, including on the Internet, in any non-commercial manner, throughout the world and in any and all languages without the requirement to make payment to the Licensor or to any third party or the need to seek any third party permission (the “License”). The Licensee will have the right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited, multiple-level sublicenses with no obligations to the Licensor, whether financial, credit, approval of changes or otherwise.

1.2 The Content means any translation memory files containing any data or information owned by the Licensor.

1.3 The Licensor agrees that no money will be owing to the Licensor or any party as a result of (a) exploitation of the Content by the Licensee or (b) providing the Service by Smartcat.

  1. Prohibited Activities

2.1 The Licensor and/or the Licensee represent and agree that the Licensor and the Licensee respectively shall not conduct any of the following activities during the use of the Service of exploitation of the Content:

  • uploading Content which contains any information and data not related to COVID-19;

  • uploading Content which infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

  • uploading Content which violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

  • uploading Content which is, or may reasonably be considered to be abusive, illegal, defamatory, libelous, indecent, hateful, racially or religiously biased or offensive, slanderous, indecent, obscene, pornographic, sexually explicit, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation in any way; or that encourages anyone to break any local, state, national or international law;

  • uploading Content which contains advertising, promotional material or promotes a product, service or other commercial activity;

  • uploading Content which contains any computer viruses, worms, Trojan horses, spyware or other potentially damaging technologies, computer programs or files or malicious code;

  • uploading Content which is false, inaccurate or misleading;

  • defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Smartcat, its officers, employees and directors;

  • publishing, posting, uploading, distributing or disseminating any profane, defamatory, infringing, obscene or unlawful topic, name, material or information;

  • uploading Content that is offensive and/or harmful, including, but not limited to, Content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;

  • using the Service or the Content for any illegal purpose, including, but not limited to posting materials in violation of local, state, national, or international law;

  • modifying, adapting, appropriating, reproducing, distributing, translating, creating derivative works or adaptations of, publicly displaying, selling, trading, or in any way exploiting the Service;

  • posting or uploading any Content without obtaining the necessary rights or permissions;

  • removing, circumventing, disabling, damaging or otherwise interfering with any security-related features of the Service or features that enforce limitations on the use of the Service;

  • advertising or or offering to sell any goods or services for any commercial purpose through the Service;

  • using the Service to solicit for any other business, website or service, or otherwise contacting users of the Service for employment, contracting or any purpose not related to the use of the Service as set forth herein;

  • conducting or forwarding surveys, contests, pyramid schemes, or chain letters;

  • impersonating another person or allowing any other person or entity to use the Licensor’s or the Licensee’s identification;

  • restricting or inhibiting any person from using and enjoying the Service;

  • implying or indicating that any statements made by the Licensee or the Licensor are endorsed by Smartcat, without Smartcat’s prior written consent;

  • using any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Service;

  • reverse engineering any portion of the Service;

  • hacking or interfering with the Service, its servers or any connected networks or disobeying any requirements, procedures, policies or regulations of networks connected to the Service;

  • adapting, altering, licensing, sublicensing or translating the Service for personal or commercial use;

  • removing or altering, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by Smartcat.

  • uploading Content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner;

  • using the Service to collect usernames and/or email addresses of other persons by electronic or other means;

  • using the Service under different usernames or identities, after suspension or termination of the right to use the Service.

2.2 Smartcat reserves the right, but has no obligation, to take any legally available action that Smartcat deems appropriate, in its sole discretion, including, without limitation, editing, removing, deleting, taking down or otherwise erasing the Content at any time without notice for any reason whatsoever. However, Smartcat is not obligated to take any action not required by law. Smartcat shall not be responsible or liable for the conduct or the Content of any Licensor. Smartcat reserves the right in its sole and absolute discretion, to remove without notice, or refuse to post in the first instance, any Content.

3. Representations, warranties, and indemnity

3.1 BY SUBMITTING THE CONTENT TO SMARTCAT, PROVIDING THE LICENSE TO THE LICENSEE, AND EXPLOITING THE CONTENT YOU REPRESENT AND WARRANT THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTAND ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT YOU AGREE TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. OTHERWISE, YOU AGREE NOT TO SUBMIT YOUR CONTENT TO SMARTCAT AND NOT TO EXPLOIT THE CONTENT.

3.2 By submitting the Content to Smartcat and exploiting the Content, you represent and warrant that you are at least the age of majority in your country of residence (which is eighteen (18) in most countries.

3.3 You represent and warrant that you will not conduct any activities indicated in Section 2 hereof during the use of the Service of exploitation of the Content.

3.4 During exploitation of the Content based on the License the Licensee shall conduct such exploitation solely for the non-commercial purposes related to counter-measures of the spreading of COVID-19.

3.5 The Licensor hereby represents and warrants that the Content is wholly original and is not a copy or imitation of any other material; will not infringe or violate any right whatsoever, including, without limitation, any personal rights (e.g., defamation, publicity, privacy, false light, moral right, etc.) or any property rights (e.g., copyright, trademark, right to ideas, etc.) of any person or entity; and are not the subject of any threatened or pending litigation, claim or dispute that might give rise to litigation, which adversely affects or in any way prejudices, impairs or diminishes the rights granted hereunder or the value thereof.

3.6 A. IN NO EVENT SHALL SMARTCAT AND ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, INFORMATION PROVIDERS, LICENSEES AND LICENSORS (EXCLUDING THE LICENSORS AND THE LICENSEES BEING THE PARTIES HERETO), AGENTS (“RELEASED PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN TRANSMISSION, ETC.

IN NO EVENT WILL SMARTCAT’S TOTAL LIABILITY TO THE LICENSORS OR THE LICENSEE FOR DAMAGES, LOSSES OR CAUSES OF ACTION RESULTING FROM THE USE OF THE SERVICE UNDER THIS AGREEMENT EXCEED $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY IN SPECIFIC CASE. IF THE LICENSOR OR THE LICENSEE IS DISSATISFIED WITH ANY PORTION OF THE SERVICE, HIS OR HER SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE SERVICE.

3.7 In the event of a dispute between the Licensor and the Licensee, the Licensor and the Licensee agree to release the Released Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

3.8 THE LICENSOR AND THE LICENSEE HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WITH RESPECT TO ANY SUCH DISPUTE BETWEEN THE LICENSOR AND THE LICENSEE, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

3.9 The Licensor and the Licensee agree to indemnify, defend and hold Released Parties harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Released Parties in connection with any third party demand, claims, action, suit, or loss arising as a result of, in connection with, or for (A) any breach by the Licensor or the Licensee of this Agreement or any use of the Service; (B) any fraud or manipulation by the Licensor or the Licensee; or (C) infringement based on information, data, files or other Content submitted by the Licensor. The Licensor and the Licensee agree to use his or her best efforts to cooperate with Smartcat in the defense of any demand, claim, action or suit. Smartcat reserves the right to assume the exclusive defense of any matter subject to indemnification by the Licensor or the Licensee at Smartcat’s own expense.

3.10 THE LICENSOR’S or the LICENSEE’S USE OF THE SERVICES IS AT THEIR OWN SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SMARTCAT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

SMARTCAT MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET THE LICENSOR’S OR THE LICENSEE’S REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY (UP-TO-DATE), OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OR FITNESS OF ANY DOCUMENTS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET THE LICENSOR’S OR THE LICENSEE’S EXPECTATIONS.

3.11 THE SERVICE IS SECURED BY TAKING APPROPRIATE ADMINISTRATIVE, PHYSICAL, AND TECHNICAL MEASURES FOR PROTECTION OF THE SECURITY, CONFIDENTIALITY AND INTEGRITY OF THE DATA CONTAINED IN THE SERVICE (“SMARTCAT SECURITY”). SMARTCAT SECURITY IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND SMARTCAT MAKES NO WARRANTIES THAT THE LEVEL OF SMARTCAT SECURITY SHALL BE RESISTANT TO POSSIBLE DDOS AND ANY OTHER TYPES OF ATTACKS ON THE SERVICE AND CONSECUTIVELY BEARS NO LIABILITY WHATSOEVER IF THE AVAILABLE LEVEL OF SMARTCAT SECURITY IS NOT SUFFICIENT TO WITHSTAND ANY OF THE ABOVE MENTIONED ATTACKS.

4. Service

4.1 Smartcat provides the Service on a non-profit basis without any consideration or fees payable to Smartcat. Smartcat provides the Service solely as a technologic intermediary between the Licensor and the Licensee.

4.2 Smartcat shall not be responsible for any violations of intellectual property rights to the Content or any other rights related to the Content committed as the result of providing the License by the Licensor, exploitation of the Content by the Licensee and providing the Service.

4.3 The Licensor and the Licensee agree to use the Service solely for the purposes indicated herein.

4.4 The Licensor hereby grants Smartcat with the scope of rights to the Content necessary for providing the Service hereunder including (but not limited to) the rights required to make the Content available at the Repository.

4.6 Providing the Service by Smartcat does not imply Smartcat as a party of the relations between the Licensor and the Licensee.

5. Miscellaneous

5.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts. The parties of this Agreement hereby consent to the exclusive jurisdiction of the federal courts located in Massachusetts, and expressly waive any objections or defenses based on lack of personal jurisdiction or venue in connection with any dispute arising out of or relating to this Agreement. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other costs and expenses incurred in resolving such dispute.

5.2 The parties hereof agree that the contents of this Agreement, information about the parties and the Content are not confidential and may be disclosed by either party without consent of the other party.

5.3 This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder. No other terms and conditions related to the subject matter hereof shall apply to the rights and obligations of the parties hereunder.

5.4 Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute any party the agent of the others. No party shall hold itself out contrary to the terms of this clause and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.

5.5 No waiver by Smartcat of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Smartcat’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.