TransGull Services Agreement

Effective Date: September 1, 2026

This TransGull Services Agreement ("Agreement") is entered as of the Effective Date between the organization agreeing to these terms ("Customer") and the applicable TransGull Contracting Party defined below ("TransGull"). In this Agreement, TransGull and Customer are each referred to as a "Party" and collectively as the "Parties." Capitalized terms not defined in the Agreement have the meanings provided in the Order Form. Customer represents it is lawfully able to enter into this Agreement and, if it is entering into the Agreement for an entity, that it has legal authority to bind that entity. By clicking "I agree," accepting the Order Form, or using the Services, Customer agrees to this Agreement.

1. Services

1.1 Services Term

TransGull will deliver the Services to Customer for the Services Term. The Services Term will be listed on the Order Form. Unless the Parties agree otherwise in writing, increases in the Services purchased during a Services Term will have a prorated term ending concurrently with the then-current Services Term.

1.2 Renewal

Renewal Terms, if any, and whether the Services auto renew, will be listed on the applicable Order Form. Notice of non-renewal or scope reduction must be given at least thirty days before the start of the next Renewal Term. If Customer reduces its license count, quantity, or minimum commitment, TransGull may adjust or remove discounts offered to Customer based on its prior purchase.

1.3 Authorized Purchasers

  • a. Provisioning. To provision the Services, TransGull requires the email address of the initial Authorized Purchaser to be included on the Order Form. Failure to include correct Authorized Purchaser information on the Order Form may result in delays.
  • b. Purchases. The Services may be configured to allow Authorized Purchasers to purchase additional licenses, quantities, or volumes of Services. Customer is responsible for understanding the Services settings that allow additional purchases. TransGull will charge Customer for additional licenses, quantities, or volumes of Services for the remainder of the then-current Services Term based on Customer's then-current price unless otherwise set forth on the Order Form.

1.4 Affiliates

  • a. Usage. TransGull provisions the Services to specific entities using dedicated workspaces and organizational IDs. Customer Affiliates may use the Services under Customer's Account, which means Customer and its Affiliates usage will occur in the same workspace and under the same organizational ID. Customer will be responsible and liable for all acts and omissions of its Affiliates that access the Services in connection with this Agreement.
  • b. Separate Purchases. If Customer Affiliates' purchase and use of the Services is intended to be separate from Customer's, then the Affiliate must execute a separate Order Form. TransGull will then create a separate workspace and organizational ID for that Affiliate and provision the Services accordingly. If Customer Affiliates enter into Order Forms under this Agreement they will be bound by this Agreement.

1.5 Usage-based Services

Customer acknowledges that TransGull provides usage-based Services and will charge Customer the Fees for the Services based on the usage calculated by TransGull.

2. Provision

2.1 General

The Agreement governs Customer's access to and use of the Services. Customer may access and use the Services in accordance with the Agreement.

2.2 Use

TransGull grants Customer a non-exclusive right to access and use the Services during the Term.

2.3 Modifications

TransGull may update the Services periodically. If a TransGull update materially reduces the Services functionality, TransGull will notify Customer at the Account email address. Within five business days of receipt of this notice, Customer may choose to terminate the Agreement by providing thirty days written notice. This termination right will not apply to updates made to features provided on a beta or evaluation basis.

3. Customer Obligations

3.1 Customer Account

Customer must provide accurate and current Account information. Customer will not share Account access credentials or individual login credentials between multiple users. Customer may not resell or lease access to its Account or any End User Account. Customer will promptly notify TransGull if it becomes aware of unauthorized access to the Account or the Services.

3.2 End Users

End User Accounts may only be provisioned to, registered for, and used by, a single End User. Customer is responsible for all activities that occur under its Account, including the activities of End Users with an End User Account. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in the Agreement and to allow TransGull to deliver the Services.

3.3 Restrictions

Customer will not, and will not permit End Users to: (a) use the Services or Customer Content in a way that violates applicable laws or TransGull Policies; (b) use the Services or Customer Content in a way that violates third parties' rights; (c) allow minors to use TransGull Services without consent from their parent or guardian; (d) Reverse Engineer any aspect of the Services or the systems used to provide the Services; (e) use Output to develop artificial intelligence models that compete with TransGull's products and services; (f) extract data from the Services other than as permitted through the Services; or (g) interfere with or disrupt the Services, including circumventing any rate limits, restrictions, protective measures, or safety mitigations for the Services.

4. Customer Content

4.1 Generally

Customer and Customer's End Users may provide Input and receive Output. As between Customer and TransGull, to the extent permitted by applicable law, Customer: (a) retains all ownership rights in Input; and (b) owns all Output. TransGull hereby assigns to Customer all TransGull's right, title, and interest, if any, in and to Output.

4.2 TransGull Obligations

TransGull will only use Customer Content as necessary to provide Customer with the Services, comply with applicable law, enforce the TransGull Policies, and prevent abuse. TransGull will not use Customer Content to develop or improve the Services, unless Customer explicitly agrees to such use.

4.3 Customer Obligations

Customer is responsible for all Input and represents and warrants that it has all rights, licenses, and permissions required to provide Input to the Services. Customer is solely responsible for all use of the Output and for evaluating the accuracy and appropriateness of Output for Customer's use case.

4.4 Similarity of Output

Due to the nature of TransGull's Services and artificial intelligence generally, Output may not be unique, and other users may receive similar content from TransGull's services. Responses that are requested by and generated for other users are not considered Customer's Output.

5. Security and Privacy

5.1 Security Measures

TransGull will maintain reasonable administrative, technical, and physical safeguards designed to protect the Services and Customer Content. If Customer uses the Services to process Personal Data, the security measures described in the DPA will apply.

5.2 Audit Reports

TransGull is in the process of pursuing independent audits that evaluate the design and effectiveness of TransGull security policies, procedures, and controls for the Services. TransGull intends to continue pursuing such audits on an annual basis. After an Audit Report is completed and available, upon Customer's written request, but no more than once per year, TransGull will provide Customer a copy of the most recent Audit Report, which will be deemed TransGull Confidential Information.

5.3 Privacy

If Customer uses the Services to process Personal Data, TransGull and Customer will comply with the DPA, which is incorporated by this reference into the Agreement.

6. Payment

6.1 Fees

Customer will pay TransGull or Customer's reseller the applicable Fees in the currency and pursuant to the payment terms on the Order Form. Customer authorizes TransGull, or Customer's reseller if applicable, to charge Customer for all applicable Fees using the payment method on the Account. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement. If Customer's Order Form includes a minimum commitment, the minimum commitment amount is non-cancellable except as required by law or as otherwise specifically permitted in the Agreement.

6.2 Payment

Customer will pay TransGull invoices on the payment interval set forth in the Order Form. TransGull may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to TransGull.

6.3 Taxes

Fees are exclusive of taxes, which TransGull, or Customer's reseller, will charge as required by applicable law in connection with the Services. TransGull, or Customer's reseller, will use the name and address in the Account as the place of supply for tax purposes. All Fees under this Agreement shall be paid in full, without any deduction or withholding for taxes, levies, duties, tariffs, or other charges of any nature imposed by any governmental authority. If any such deduction or withholding is required by law, Customer shall increase the payment to TransGull, or to Customer's reseller, so that the net amount received equals the amount invoiced.

6.4 Disputes

To dispute an invoice Customer must: (a) contact TransGull at enterprise@transgull.com within thirty days of the date the disputed invoice was issued; and (b) pay all undisputed amounts. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month.

6.5 Usage Pricing

Customer's Order Form may specify an annual usage commitment, usage rates, discount schedule, carryover treatment, or other commercial terms. Usage will be measured and charged as specified in the Order Form. If Customer does not have a separate Order Form, usage will be measured and charged according to the usage rules available at https://transgull.com/business/usage-pricing.

6.6 Corrections

Price changes and changes to usage consumption, expiration, carryover, or other usage rules posted at https://transgull.com/business/usage-pricing will be effective fourteen days after they are posted. TransGull has the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment.

7. Confidentiality

7.1 Use and Nondisclosure

Recipient agrees it will: (a) only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under this Agreement; (b) take reasonable measures to protect the Confidential Information; and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

7.2 Exceptions

The obligations in Section 7.1 do not apply to information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient's possession or known by it prior to receipt from Discloser; (c) was rightfully disclosed to Recipient without restriction by a third party; or (d) was independently developed without use of Discloser's Confidential Information.

7.3 Permitted Disclosure

Recipient may disclose Confidential Information only to its Affiliates, employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Recipient will be responsible for any breach of this Section 7 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, if Recipient uses reasonable efforts to notify Discloser, to the extent permitted, prior to doing so.

7.4 Remedies

Recipient acknowledges that a disclosure of Confidential Information in violation of these terms would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by Recipient, Discloser will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

8. Suspension

8.1 Of End User Accounts

If an End User: (a) violates the Agreement; or (b) causes, or will cause, a Security Emergency, then TransGull may request that Customer suspend or terminate the relevant End User account. If Customer fails to promptly suspend or terminate the End User account, then TransGull may do so.

8.2 Of the Services

TransGull may limit or suspend Customer's access to the Services if: (a) it is required to do so by law; (b) Customer violates the Agreement or TransGull Policies; or (c) doing so is necessary to prevent or terminate a Security Emergency. TransGull will use reasonable efforts to notify Customer before limiting to or suspending the Services pursuant to the preceding sentence but may do so without prior notice to the extent reasonably necessary. TransGull will use reasonable efforts to: (i) narrowly tailor a limitation or suspension to prevent or terminate the Security Emergency; and (ii) cooperate with Customer to promptly restore access to the Services once it verifies Customer has resolved the condition requiring suspension.

9. IP Rights

9.1 Reservation of Rights

Except as expressly set forth herein, the Agreement does not grant: (a) TransGull any IP Rights in Customer Content; or (b) Customer any IP Rights in the Services. Customer obtains only a limited right to use the Services, and no ownership rights are transferred to Customer or its End Users under this Agreement.

9.2 Limited Permission

Customer grants TransGull only the limited rights reasonably necessary for TransGull to provide the Services, as well as any rights expressly granted under this Agreement. This limited permission also extends to subcontractors or sub-processors.

9.3 Feedback

If Customer provides Feedback, Customer grants TransGull the right to use and exploit Feedback without restriction or compensation.

9.4 Publicity Rights

Each Party grants the other Party the right to use that Party's name and company logo on the other Party's customer or service provider list and website.

9.5 Publicity Opt-Out

Customer may opt out of the mutual publicity arrangement described in Section 9.4 at any time by contacting TransGull at enterprise@transgull.com. Upon Customer's opt-out, the publicity rights granted to both Parties under Section 9.4 will terminate.

10. Term and Termination

10.1 Agreement Term

The Agreement will remain in effect for the Term.

10.2 Termination

Either Party may terminate this Agreement, including all Order Forms, upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty days after receipt of written notice; or (b) ceases its business operations or becomes subject to insolvency proceedings.

10.3 Effects of Termination

If this Agreement terminates: (a) the rights granted by TransGull to Customer will cease immediately; and (b) TransGull will delete all Customer Content from its systems within seven (7) days after termination, unless: (i) TransGull is legally required to retain it; or (ii) Customer has agreed otherwise in writing. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination. In addition, except for a termination by Customer for cause, if this Agreement terminates any unpaid minimum commitment amounts set forth on the Order form will become immediately due. Despite anything to the contrary in this Agreement, TransGull may retain Abusive Customer Content, or, if Customer's access to the Services is suspended via Section 8 or terminated via Section 10, share information related to Abusive Customer Content, as required by law, or as reasonably necessary to protect the Services or any third party from harm.

10.4 Survival

The following provisions will survive termination or expiration of the Agreement: 6.2 (Payment), 7 (Confidentiality), 9 (IP Rights), 10.3 (Effects of Termination), 10.4 (Survival), 11 (Warranties; Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), 15 (Miscellaneous).

11. Warranties; Disclaimer

11.1 Warranties

TransGull warrants that, during the Term, when used in accordance with this Agreement, the Services will conform in all material respects with the Documentation.

11.2 Disclaimer

SUBJECT TO SECTION 11.1, THE SERVICES ARE PROVIDED "AS IS." TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, TRANSGULL AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. TRANSGULL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER CONTENT WILL BE ACCURATE, THAT DEFECTS WILL BE CORRECTED, OR REGARDING ANY THIRD-PARTY SERVICES. TRANSGULL WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY CUSTOMER CONTENT, THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR NON-TRANSGULL SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS).

11.3 Beta Services

Despite anything to the contrary in the Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services may not have been subjected to the same security review, controls, or auditing as the Services; and (e) TRANSGULL WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES — USE AT YOUR OWN RISK.

12. Indemnification

12.1 By TransGull

TransGull agrees to indemnify, defend, and hold Customer harmless against any liabilities, damages and costs (including reasonable attorneys' fees) payable to a third party arising out of a Claim alleging that the Services infringe any third-party IP Right. This excludes claims to the extent arising from: (a) combination of any Services with products, services, or software not provided by TransGull or on TransGull's behalf; (b) modification of any Services by any party other than TransGull; or (c) Customer Content.

12.2 By Customer

Customer agrees to indemnify, defend, and hold TransGull and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys' fees) payable to a third party arising out of a Claim related to: (a) use of the Services in violation of this Agreement; or (b) Customer Content.

12.3 Mitigation

If TransGull reasonably believes that all or any portion of the Services is likely to become the subject of an infringement Claim, TransGull will: (a) obtain, at TransGull's expense, the right for Customer to continue using the Services in accordance with this Agreement; (b) replace or modify the allegedly infringing Service; or (c) if (a) and (b) are not commercially practicable, TransGull may, in its sole discretion, terminate this Agreement upon written notice to Customer and refund any prepaid amounts for unused Services. Customer will promptly comply with all reasonable instructions provided by TransGull with respect to the above, including any instruction to replace, modify, or cease use of the Service.

12.4 Procedure

A party seeking indemnity will provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim and allow the indemnifying party sole control of defense and settlement of the claim including selection of counsel, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party cannot enter any settlement or compromise of any claim without prior written consent of the other party, which will not be unreasonably withheld, except that the indemnifying party may without consent enter any settlement of a claim that resolves the claim without liability to the other party, impairment to any of the other party's rights, or requiring the other party to make any admission of liability. THE INDEMNITIES ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S IP RIGHTS.

13. Limitation of Liability

13.1 Limitation on Indirect Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) CUSTOMER'S BREACH OF SECTION 3.3 (RESTRICTIONS); (C) TRANSGULL'S BREACH OF SECTION 5.1 (SECURITY MEASURES); OR (D) EITHER PARTY'S BREACH OF SECTION 7 (CONFIDENTIALITY); NEITHER CUSTOMER NOR TRANSGULL OR EITHER PARTY'S AFFILIATES OR LICENSORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 Limitation on Amount of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR (C) CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT CUSTOMER PAID TO TRANSGULL DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. Dispute Resolution

14.1 Good-Faith Discussions

The Parties will first attempt to resolve any Dispute through good-faith discussions. If the Parties cannot resolve the Dispute within thirty days after either Party gives written notice of the Dispute, either Party may bring the Dispute in the applicable Venue, subject to the Governing Laws.

14.2 Injunctive Relief

Nothing in this Agreement prevents either Party from seeking temporary, preliminary, or permanent injunctive or equitable relief in the applicable Venue, or in another court of competent jurisdiction only if necessary to obtain effective urgent relief, to protect its Confidential Information, IP Rights, security interests, or to prevent unauthorized use or abuse of the Services.

14.3 Individual Proceedings; No Class Actions

To the fullest extent permitted by law, each Party agrees that any Dispute will be brought only on an individual basis and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. This Section does not prevent either Party from participating in a class-wide settlement of claims.

14.4 Jury Trial Waiver

To the fullest extent permitted by law, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or the Services.

15. Miscellaneous

15.1 Entire Agreement

This Agreement is the entire agreement between Customer and TransGull with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral. This Agreement hereby incorporates by this reference the TransGull Policies and relevant Order Forms. Customer agrees that any terms and conditions contained in any purchase order Customer sends to TransGull will not apply to this Agreement and are null and void.

15.2 Conflicting Terms

If there is a conflict between the documents that make up the Agreement, the documents will control in the following order, the: (a) Order Form; (b) Agreement; and (c) TransGull Policies.

15.3 Governing Law

This Agreement will be governed by the Governing Laws. Without prejudice to Section 14, all claims arising out of or relating to this Agreement will be brought exclusively in the Venue.

15.4 Severability

Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.

15.5 Notices

Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable Account email address and are deemed given when sent. Notices to TransGull must be sent to the applicable TransGull Contracting Party at enterprise@transgull.com or at another notice address specified by TransGull in the applicable Order Form or other written notice instructions.

15.6 Waiver

A waiver of any default is not a waiver of any subsequent default.

15.7 Assignment

This Agreement cannot be assigned other than as permitted under this Section 15.7 (Assignment). TransGull may assign this Agreement to an Affiliate without notice or Customer consent. Either Party may assign this Agreement to a successor to substantially all the respective party's assets or business, provided the assigning party provides at least thirty days prior written notice of the assignment. This Agreement will be binding upon the parties and their respective successors and permitted assigns.

15.8 No Agency

TransGull and Customer are not legal partners or agents but are independent contractors.

15.9 Force Majeure

Except for payment obligations, neither Customer nor TransGull will have any liability for failures or delays resulting from conditions beyond Customer's or TransGull's reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.

15.10 No Third-Party Beneficiaries

There are no intended third-party beneficiaries to this Agreement, and it is Customer and TransGull's specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.

15.11 Trade Controls

Customer is solely responsible for ensuring that its use of the Services complies with applicable trade laws, including sanctions and export control laws. Customer's Input may not include material or information that requires a government license for release or export. Customer may not use the Services in or for the benefit of, or export or re-export the Services to, any U.S. embargoed countries or to anyone on a Restricted Party List. Customer represents and warrants that Customer and End Users are not located in any U.S. embargoed countries, are not identified on any Restricted Party List, and that Customer will comply with applicable export control laws, including any "know your customer" requirements or obligations applicable to Customer's End Users.

15.12 Updates

  • a. Generally. TransGull may update this Agreement, or TransGull Policies, by providing Customer with reasonable notice, including by posting the update on TransGull's website. If TransGull determines in its sole judgment that an update materially impacts Customer's rights or obligations, TransGull will provide Customer at least thirty days' notice before the update is effective, unless the update is necessary for TransGull to comply with applicable law, in which case TransGull will provide Customer with as much notice as reasonably possible. Any other updates will be effective on the date TransGull posts the updated Agreement or TransGull Policy. Customer's continued use of, or access to, the Services after an update is effective constitutes acceptance of the update. If Customer does not agree with an update, Customer may stop using the Services or terminate this Agreement under Section 10.
  • b. Exceptions. Except for an update to comply with applicable law, updates to this Agreement or the TransGull Policies will not apply to: (i) Disputes between Customer and TransGull arising prior to the update; or (ii) Order Forms signed by Customer and TransGull (as opposed to an automated ordering page) prior to TransGull notifying Customer of the update. However, to the extent an update relates to a Service or feature launched after an Order Form is signed it will be effective upon Customer's first use of that Service

15.13 Government Entity Rights

This Section 15.13 applies to Government Entities. For U.S. federal Government Entities, the Services are "commercial computer software" as defined at 48 C.F.R. § 2.101 and 48 C.F.R. § 252.227-7014(a)(1) and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202, and related services are "commercial services" as defined in 48 C.F.R. § 2.101. The Services and Documentation are: (a) provided to Government Entity Customers and End Users, for use by the Government Entity or on its behalf; (b) subject to this Agreement and with only those rights as are granted to all other Customers and End Users, except to the limited extent prohibited by applicable law.

16. Definitions

  • "Abusive Customer Content" means Input or Output that violates Section 3.3.
  • "Account" means an administrative account provided to Customer by TransGull for the purpose of administering the Services.
  • "Administrator" means a Customer designated End User with administrative privileges.
  • "Account Console" means the online tool provided by TransGull to Customer for use in administering the Services.
  • "Affiliate" means with respect to either Party, any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that Party.
  • "Audit Reports" means the third-party audit reports for the Services.
  • "Authorized Purchaser" means a Customer employee designated by Customer to act as an authorized purchaser of the Services. Customer can designate Authorized Purchasers in an offline Order Form or in the Admin Console. Administrators are Authorized Purchasers. Authorized Purchasers may be periodically updated by Customer in the Account Console.
  • "Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
  • "Confidential Information" means any business, technical or financial information, materials, or other subject matter disclosed by Discloser to Recipient that is: (a) identified as confidential at the time of disclosure; or (b) should be reasonably understood by Recipient to be confidential under the circumstances. Confidential Information includes Customer Content.
  • "Claim" means legal proceedings filed by a third party.
  • "Customer Content" means the Input and the Output.
  • "Discloser" means the Party that discloses Confidential Information to the other under this Agreement.
  • "Dispute" means a claim by a Party arising out of or relating to this Agreement or the Services.
  • "Documentation" means the documentation TransGull provides to Customer or otherwise makes publicly available.
  • "DPA" means the TransGull data processing addendum at: https://transgull.com/policies/data-processing-addendum/.
  • "Effective Date" means the date this Agreement is entered into by the Parties, either by acceptance online, by signing an Order Form referencing the Agreement, or by signing the Agreement itself.
  • "End User" means any party who accesses the Services under Customer's Account. End Users may include Customer's and its Affiliate's employees, consultants, customers, agents, representatives, students or any other person authorized by Customer to use the Services through Customer's Account.
  • "End User Account" means an account for an End User under Customer's Account.
  • "Feedback" means any feedback provided by Customer to TransGull regarding the Services.
  • "Fees" means all fees charged to Customer's Account in accordance with an Order Form, or if an Order Form does not exist, then according to the Pricing Page.
  • "Governing Laws" means: (a) for Customers located in Japan, the laws of Japan; and (b) for all other Customers, the laws of the State of California, excluding California's conflicts of law rules or principles.
  • "Government Entity" means any nation or government, any state, municipality, or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any employee or official thereof.
  • "Initial Term" means the initial term for the Services beginning on the Start Date and continuing for the duration set forth on the Order Form.
  • "Input" means text, documents, images, audio, video, or other content submitted to the Services by Customer or Customer's End Users.
  • "IP Rights" means all registered or unregistered intellectual property rights throughout the world, including rights in patents, copyrights, trademarks, trade secrets, designs, databases, domain names, and moral rights.
  • "TransGull" means the applicable TransGull Contracting Party.
  • "TransGull Contracting Party" means: (a) 株式会社バベルタワー for Customers located in Japan; and (b) Say Wow, Inc., a Delaware corporation doing business as TransGull, for all other Customers.
  • "TransGull Policies" means the policies referenced in this Agreement or made available by TransGull for the Services. The version of TransGull Policies applicable to Customer are those in effect on the most recent effective date between either the Agreement, Customer's most recent Order Form, or Services renewal.
  • "Order Form" means: (a) when purchasing from TransGull, the ordering document signed by Customer and TransGull or TransGull webpage that Customer uses to purchase the Services; or (b) when purchasing from a reseller, the ordering document signed by Customer and its reseller or reseller's webpage Customer uses to purchase the Services.
  • "Output" means translations, transcriptions, original-language text, translated text, bilingual text, subtitles, captions, translated documents, audio/video-related outputs, or other results generated or returned by the Services based on Input.
  • "Personal Data" is as defined in the DPA.
  • "Pricing Page" means any pricing page, ordering page, pricing schedule, or Order Form made available or specified by TransGull for the Services.
  • "Recipient" means the Party receiving Confidential Information from the Discloser.
  • "Renewal Term" means a renewal term for the Services following either the Initial Term, or a previous Renewal Term. Note that if Customer renews without a new Order Form, the duration of that Renewal Term will be the same duration of the immediately preceding Initial Term or Renewal Term.
  • "Restricted Party List" means the U.S. Office of Foreign Assets Control's ("OFAC") list of Specially Designated Nationals (aka the "SDN List"), the U.S. Bureau of Industry and Security's ("BIS") Denied Persons List and Entity List, and any other applicable restricted party lists promulgated by OFAC, BIS, or other agencies of comparable jurisdiction, inside or outside the U.S., now or in the future.
  • "Reverse Engineer" means reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law).
  • "Security Emergency" means use of the Services by Customer or a Customer End User that could reasonably result in a security risk, credible risk of harm, infringement of third-party rights, or liability to TransGull, the Services, or a third party.
  • "Services" means TransGull's services for businesses or enterprises made available for purchase or use in Customer's Account, along with any of TransGull's associated software, tools, documentation, and websites.
  • "Services Term" means the Initial Term and all Renewal Terms.
  • "Start Date" means the date an Initial Term, or Renewal Term, begins. Start Dates are listed on the Order Form. Note that if Customer renews without a new Order Form, the Start Date for that Renewal Term will be calculated based on the original Start Date.
  • "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) termination of the Agreement as set forth herein.
  • "Venue" means: (a) for Customers located in Japan, the courts located in Tokyo, Japan; and (b) for all other Customers, federal or state courts located in San Francisco County, California.