BABEL STREET ROSETTE LTD.
Babel Street Hosted Services – Terms of Use
Last Updated on November 1, 2024 (Version 2024/1.0)
For the Babel Street Privacy Policy, please go to https://www.babelstreet.com/privacy.
PLEASE READ CAREFULLY
The Babel Street Hosted Service offered on this website (the “Service”) is owned and operated by Babel Street Rosette Ltd. (“Babel
Street” or “We”). This web page, together with any “sign-up” or account opening form that You (“You” or “Your”) have submitted to Babel
Street or accepted by other electronic means (“Sign-Up Forms”), describe the terms and conditions (the “Terms of Use”) governing Your
use of the Service (the Terms of Use and any Sign-Up Forms are jointly referred to as the “Agreement”). By signing up and/or checking
any box indicating “I agree” to the Terms of Use and/or accessing the Service (the date of the first of these to occur, the "Order Date"),
You signify that You have read, understood, and agree to be legally bound by the Agreement and all applicable laws and regulations. If
You do not agree to these terms, You must not accept the Agreement and You may not use the Service. If You register for a free trial for
the Service (if available), this Agreement will also govern the free trial.
By accepting these Terms of Use and/or accessing the Service, You confirm that (a) You have validly entered into this
Agreement; (b) if You are a corporate entity, You have the legal power and authority to enter into this Agreement; and (c) You
are not legally prohibited from entering into this Agreement and/or transacting business with Babel Street, pursuant to any
applicable law, regulation or contract.
In order to use the Service, you must provide a Business Email Address. As used herein, "Business Email Address" means an
email address that You generally use for business and/or research purposes and is not used solely or primarily for purposes of
accessing the Service. Babel Street reserves the right, at any time, to require a business or academic email address for
continued use of the Service and/or to reject or block the use of disposable and/or free email addresses (e.g., gmail or yahoo
addresses).
1. PROVISION OF SERVICES
Babel Street will provide You with access to and use of the Service according to the subscription plan selected when You signed up for the
Service and which is designated on Your account page (the “Subscription Plan”). Babel Street will use commercially reasonable efforts to
make the Service available continuously; however, various technical problems or maintenance may, from time to time, result in
temporary interruptions.
Babel Street may enhance or modify the features and/or functions of the Service from time to time in its sole discretion, with or without
notice. Babel Street shall have no obligation to maintain, upgrade or update any particular function or feature of the Service and shall
have no liability for any modification or unavailability of any particular function or feature of the Service.
2. BABEL STREET HOSTED SERVICE API KEY
Babel Street will provide You with a Babel Street Hosted Service User API Key to access the Service (“Your API Key”). Your API Key
should be considered private and confidential information and may not be provided to any person, except for Your authorized users
(“Authorized Users”). You may use Your API Key to access the Service only for Internal Business Purposes. “Internal Business Purposes”
includes the right to integrate Your API Key into Your software applications and deliver services that utilize Your API Key to Your enduser customers (“Your End-Users”), provided that: (a) You do not share, disclose or provide a copy of Your API Key to any third party;
and (b) You do not rent, sell or otherwise provide any third party with access to the Service as a stand-alone service.
By accessing the Service, You agree to: be responsible for Your Authorized Users’ and Your End-Users use of the Service in accordance
with this Agreement; use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Babel Street
promptly if You become aware of any such unauthorized access or use.
3. USE OF YOUR DATA
By accessing the Service, You grant to Babel Street a non-exclusive, worldwide, limited-term license to host, copy, transmit, process and
display the electronic data and information that You or Your End-Users submit to the Service for processing (“Content”), as necessary for
Babel Street to provide the Service in accordance with this Agreement. You represent that You have all necessary rights to submit Your
Content to the Service, and to grant to Babel Street the foregoing license. Babel Street will not retain copies of Your Content after Your
Content has been processed.
Babel Street may retain metadata (including content metrics and account metrics) based on or generated by (a) Your use of the Services
and/or (b) Your Content (the “Metadata”). By accessing the Service, You grant to Babel Street a non-exclusive, worldwide, perpetual,
irrevocable, sub-licensable, royalty-free license to use the Metadata.
You also grant to Babel Street the right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from,
distribute, and display any reviews, comments, questions and other information of any kind that You voluntarily submit or post on the
Service website for public consumption, such as comments on questions posted on any users’ forum.
4. PRIVACY AND PROTECTION OF YOUR DATA
Babel Street will protect Your Content, as well as other information You provide to the Service, including Your personal information used
in logging into the Service or for billing, in accordance with Babel Street’s Privacy Policy, which is incorporated into this Agreement by
reference (https://developer.babelstreet.com/privacy-policy). You will obtain and maintain any required consents necessary to permit
the processing of Your Content, as well as any other information provided to Babel Street under this agreement.
5. SUPPORT
During the term of Your Agreement, Babel Street will provide limited technical support for the Service, subject to the terms of Your
Subscription Plan, as published on the Service website. You are responsible for providing all support and/or technical assistance to Your
End-Users, if applicable; Babel Street shall not provide support and/or technical assistance directly to Your End-Users.
6. RESTRICTIONS ON USE
By accessing the Service, You agree that You will not, and will not allow Your Authorized Users or Your End-Users to:
- a) Sell, resell, license, sublicense, distribute, rent or lease the Service, except as an integrated and inseparable part of a larger
business offering to Your End-Users, or otherwise use Your API Key in violation of this Agreement;
- b) Use the Service to process, store or transmit, content or material which is: (i) infringing, offensive, libelous, obscene, or
abusive; (ii) in violation of a third-party’s rights (including intellectual property, privacy or publicity rights); (iii) unethical or
unwanted commercial content designed to: drive traffic to third-party sites or boost the search engine rankings of third-party
sites, to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing); or
(iv) otherwise unlawful or tortious.
- c) Use the Service to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example,
viruses, worms, time bombs and Trojan horses;
- d) Interfere with or disrupt the integrity, performance or monitoring of the Service, or of servers or networks connected to the
Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- e) Attempt to gain unauthorized access to the Service or its related systems or networks, or permit direct or indirect access to or
use the Service in a way that circumvents a contractual usage limit or restriction;
- f) Copy, reverse engineer (to the extent this restriction is permitted by law), frame or mirror any of the Service or any part,
feature, function or user interface thereof (other than internal framing on Your own intranets, or as permitted in the
Documentation);
- g) Use any results of the Service to create a similar service, or perform or publish any benchmark or performance testing; or
- h) Attempt in any way to disguise the origin of Your Content processed by the Service, or to conceal Your activities while using
the Service.
- i) Process or store any Content that is subject to the International Traffic in Arms Regulations maintained by the United States
Department of State.
Unless otherwise specified in writing by Babel Street, Babel Street does not intend use of the Services to create obligations under the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and makes no representations that the Services satisfy HIPAA
requirements. If You are (or become) a Covered Entity or Business Associate, as defined in HIPAA, You will not use the Services for any
purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless You have received prior written consent
to such use from Babel Street.
7. FEES AND PAYMENT FOR SERVICES
All Subscription Plans other than a free trial plan (if available) (“Free Plan”) are referred to herein as Paid Subscriptions. Paid
Subscription fees for Your Subscription Plan are charged in accordance with the subscription rates published on
https://developer.babelstreet.com/CloudPricing. You agree to pay all such fees, in accordance with Your Agreement, and You authorize
Babel Street agents to charge Your credit card for subscription fees each month, in advance, throughout the Subscription Term (as
defined below). Billing cycles are based on a calendar month ("Billing Cycle").
You may upgrade Your Subscription Plan at any time and the upgrade will take effect immediately. If You upgrade Your Subscription Plan
in the middle of a Billing Cycle, You will be charged on a pro-rated basis , based on the higher subscription rate, for the remaining portion
of the Billing Cycle, minus any fees already paid for the same period (based on the previous Subscription Plan). You may downgrade Your
Subscription Plan at any time, provided that the lower subscription rate will only be applied in the next Billing Cycle.
Unless expressly provided herein, Subscription fees are non-refundable.
You are responsible for providing complete and accurate billing and contact information to Babel Street and notifying Babel Street of any
changes to such information. Babel Street may charge a late fee on any overdue amounts at the rate of 1% of the outstanding balance per
month (or the maximum rate permitted by applicable law, whichever is lower). If payment of Your account is refused, and Babel Street is
unable to collect payment of amounts due within five (5) days of Your receipt of Your payment notice, Babel Street may, without limiting
Our other rights and remedies, suspend Your account until all such amounts are paid in full.
You will not be charged at the beginning of a new Billing Cycle if Your Subscription Plan is suspended. Upon reinstatement of Your
Subscription Plan, You will be charged on a pro-rated basis for the remaining portion of the then current Billing Cycle. Suspension of
Your Subscription Plan will not entitle You to a refund for any prepaid fees.
Subscription fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example,
value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for
paying all Taxes associated with Your Subscription Plans. If Babel Street has the legal obligation to pay or collect Taxes for which You are
responsible hereunder, Babel Street will invoice You and You will pay that amount unless You provide Us with a valid tax exemption
certificate.
8. PROPRIETARY RIGHTS AND LICENSES
Except for the limited rights to use the Service expressly granted hereunder, Babel Street does not grant to You any express or implied
rights or licenses under any patents, trademarks, copyright or other proprietary or intellectual property rights. All right, title and interest
in and to the Service and the Babel Street Hosted Service website are owned by Babel Street and its licensors
You grant to Babel Street a worldwide, perpetual, irrevocable, transferable, royalty-free license to use and incorporate into the Services
any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the operation of the
Services.
During the term of Your Agreement, You further consent to the use of Your name and logo, exactly in the form as provided by You or as
available on Your website, in Our customer list on Our website and in Our marketing materials.
9. COMPLIANCE
You agree to use the Service, and to permit Your End-Users to use the Service, only in accordance with the Documentation and to comply
(and require Your End-Users to comply) with all applicable laws and regulations. You acknowledge and agree that Babel Street may
monitor Your use of the Service (including that of Your End-Users) for the purpose of ensuring quality, improving Babel Street products
and services and confirming Your compliance with the terms and conditions of this Agreement.
The Service and any other services or technology that Babel Street may make available to You may be subject to export laws and
regulations of the United States and other jurisdictions. You represent that You are not named on any U.S. government denied-party list.
You shall not permit access to or use of the Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
10. ALPHA AND BETA SERVICES
From time to time, Babel Street may invite You to try additional, alpha or beta features, functions or services (the “Additional Services”).
The Additional Services will be clearly designated as alpha/beta, pilot, limited release, developer preview, labs, or by a description of
similar import. The Additional Services are considered part of the “Service” under this Agreement, provided that Babel Street makes no
representation or commitment whatsoever regarding the functionality, reliability or availability of the Additional Services. No support is
provided for the Additional Services, which may be subject to additional terms. We may discontinue the Additional Services at any time
in Our sole discretion and may never make them generally available. WITHOUT DEROGATING FROM THE GENERALITY OF ANY OTHER
PROVISION HEREUNDER, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE ADDITIONAL SERVICES ARE PROVIDED “AS
IS” AND BABEL STREET WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH AN
ADDITIONAL SERVICE.
11. DISCLAIMER
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS , WITHOUT WARRANTY OR CONDITION OF ANY KIND. BABEL STREET DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. BABEL STREET IS NOT RESPONSIBLE OR LIABLE (AND MAKES NO REPRESENTATION OR WARRANTY) FOR THE
ACCURACY, CONTENT, COMPLETENESS, LEGALITY, AVAILABILITY OR RELIABILITY OF THE SERVICE. BABEL STREET HOSTS THE
SERVICE ON THIRD PARTY INFRASTRUCTURE AND UTILIZES THIRD PARTY VENDORS FOR BILLING AND OTHER SERVICE
COMPONENTS; BABEL STREET IS NOT LIABLE FOR ANY PROBLEMS, HARM OR DAMAGES CAUSED BY HOSTING FAILURES OR THIRD
PARTY VENDORS.
12. INDEMNIFICATION
You will indemnify, defend and hold Babel Street and its subsidiaries, affiliates, officers, agents, employees, and suppliers, harmless from
any and all claims, damages, liabilities, actions, judgments, costs and expenses (including attorneys’ fees) brought by a third party arising
out of or in connection with (a) Your Content (b) Your use of the Service in breach of this Agreement, and/or (c) Your breach or alleged
breach of any of Your obligations or representations under this Agreement (a “Claim Against Babel Street”). Babel Street will give You
prompt notice of any applicable Claim Against Babel Street and will provide reasonable assistance, at Your expense.
13. LIMITATION OF LIABILITY
BABEL STREET'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT
EXCEED THE AMOUNT YOU PAID HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT , PROVIDED THAT IN NO EVENT WILL
BABEL STREET’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT YOU PAID
HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW AND WHETHER AN ACTION
IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
IN NO EVENT WILL BABEL STREET HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE
SERVICE AND/OR THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
LIABILITY, EVEN IF BABEL STREET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL
NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
14. TERM AND TERMINATION
All subscriptions begin on the Order Date and continue until cancelled or terminated in accordance with this Agreement (the
"Subscription Term"). You may cancel Your subscription at any time, provided that the cancellation will take effect the day after the last
day of the then current Billing Cycle. To eliminate doubt, cancellation of Your subscription will not relieve You of the obligation to pay
any unpaid subscription fees due for the period prior to the effective date of cancellation, and will not entitle You to any refund for any
prepaid subscription fees.
Babel Street has the right (but not the obligation), in its sole discretion, to suspend its provision to You of the Service if in Babel Street’s
reasonable opinion Your use of the Service is in any way harmful or objectionable, including but not limited to any violation of Section 6
above (“Misuse”). Depending on the nature of the Misuse, Babel Street may, but is not required to, provide You with prior written notice
(including by email) of the suspension and/or an opportunity to remedy the Misuse prior to suspension. Babel Street shall have sole
discretion to determine whether and when a Misuse has been remedied and whether and when to reconnect You to the Service.
Babel Street may terminate Your account and access to the Service, and any rights granted to You under the Agreement, in any of the
following circumstances: (1) immediately, without notice, if You fail to comply with these Terms of Use; or (2) by written notice, if: (i)
Your subscription is suspended for non-payment or for Misuse, for a period in excess of ninety (90) days; (ii) You have not accessed the
Service for a period in excess of ninety (90) days; and/or (iii) if You become the subject of a petition in bankruptcy or any other
proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
In addition, Babel Street may suspend access to the Service and/or terminate this Agreement at any time, with written notice to You
(including by email), for any reason or for no reason. To avoid doubt, such termination rights include, without limitation, the right to
eliminate and/or modify the terms of one or more Subscription Plans. Babel Street will not be liable for any costs, expenses or damages
as a result of or in connection with suspension and/or termination of this Agreement.
Those parts of Sections 3, 4, 8, 11, 12, 13, 14, 15, 16, 17 and 19 which by their nature are meant to survive, will survive termination of
this Agreement.
15. NOTICES
Billing-related notices to You shall be addressed to the relevant billing contact designated by You in the applicable Sign-Up Form. All
other notices to You shall be addressed to the relevant Service system administrator designated by You. Notices for Babel Street shall be
provided to bsl@BabelStreet.com.
16. GOVERNING LAW AND JURISDICTION
This Agreement and all matters relating to or arising out of this Agreement shall be governed and interpreted by and construed under
the laws of the Commonwealth of Massachusetts, without reference to its choice of law provisions and without reference to the United
Nations Convention on Contracts for the International Sale of Goods, and shall be deemed to be executed under seal in Cambridge,
Massachusetts. The parties agree to submit to the exclusive jurisdiction and venue of state or federal courts located in Boston,
Massachusetts.
17. FORCE MAJEURE
Babel Street shall not be in default of any obligation under this Agreement if the failure to perform the obligation is due to any event
beyond Babel Street’s control, including without limitation, significant failure of a portion of the power grid, significant failure of the
Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a
magnitude or type for which precautions are not generally taken in the industry.
18. MODIFICATION OF THESE TERMS OF USE
Babel Street may modify the Terms of Use from time to time and will post a copy of the amended Agreement at
https://developer.babelstreet.com/terms-of-use. If You do not agree to, or cannot comply with, the Agreement as amended, You must
stop using the Service. You will be deemed to have accepted the amended Agreement if You continue to use the Service after any
amendments are posted on the site above.
19. GENERAL PROVISIONS
Your Agreement is the entire agreement between You and Babel Street regarding Your use of the Service and supersedes all prior and
contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No failure or delay by either
party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a
court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this
Agreement will remain in effect.
You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Babel Street’s prior
written consent. Any attempt to assign this Agreement without such consent will be null and of no effect. Subject to the foregoing, this
Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or
employment relationship between the parties. There are no third-party beneficiaries under this Agreement.