Wordbee | AI-Powered Localization Software

Article 1. Definitions

The following terms, when capitalized, will have the meanings designated herein:

Agreement: these General Terms and Conditions.

Allowed User(s): any and all internal staff member(s), staff member(s) at external translation agencies, staff member(s) at Client’s clients, or freelancer(s) working for the Client and who have been assigned individual and personal logins and passwords by Client so as to access and use Wordbee’s Software or Platform under the terms of this Agreement.

Beta Solution: any software, product, or feature identified as "beta," "experimental," "pre-release," or similar, provided to Client for testing and feedback purposes.

Client: the entity or individual who has affirmatively accepted and agreed to be bound by this Agreement.

Confidential Information: Wordbee’s Software or Platform, the Software, any pricing or business terms related specifically to this Agreement or the Proposal, all trade secrets, know-how, business, technology, pricing and financial information and other proprietary information or Data disclosed to one Party by the other or incorporated in materials or products provided to one Party by the other, whether or not designated by the producing Party as confidential.

Data: any and all of Client’s documents existing on Wordbee’s Software or Platform, including without limitation source text(s), target text(s), translation memories (TMs), glossaries and terminology databases, comments and instructions.

Free Solution: any of Wordbee’s Software or Platform or other software or service (including a trial) which Wordbee makes available to Client without charge.

Intellectual Property: all of Wordbee’s Software or Platform and all copies thereof, including copyrights, patents, trade secret rights, trademarks and all other intellectual property rights of Wordbee.

Party or Parties: refers to Client and Wordbee, individually or collectively, as applicable.

Proposal: refers to the terms and conditions accepted by Client pursuant to which it shall be given access to Wordbee’s Software or Platform, as applicable.

Software: means the executable code and the source code of any of Wordbee’s Software or Platform, additional tools, libraries, source files, header files, data files, any updates or error corrections provided by Wordbee, any user manuals, guides, printed materials, on-line or electronic documentation.

Specified Contacts for Support: the individuals working for the Client who have been identified and are authorized to contact Wordbee for support services who have attended a formal training program.

Taxes: any taxes, levies, duties, export or import fees, or other governmental assessments, including but not limited to value-added sales, excise, use or withholding taxes, imposed or assessed by any jurisdiction.

Wordbee’s Software or Platform: means Wordbee Translator, Wordbee Beebox, the Connector and any software that will be developed by Wordbee.

Article 2. Software Descriptions

2.1 Wordbee Translator: Wordbee will provide Client with access to a web platform developed and owned by Wordbee, which enables businesses to centralize and manage their translation processes and data.

Wordbee Translator is completely web based and requires no installation. It includes professional computer assisted translation and project management tools.

Wordbee Translator is available upon subscription. Upon delivery as set forth in Article 3 hereof, Wordbee will provide Client with access to the version of Wordbee Translator as described in the Proposal.

Any updates to the standard version of Wordbee Translator that will be made commercially available by Wordbee, at its sole discretion and from time to time, shall be included in the Wordbee Translator subscription being offered to Client at no extra cost.

If there is a need to do extra development for functionalities not covered by the version of Wordbee Translator made available to Client, these developments can be made by Wordbee upon Client request, subject to the payment of additional fees based on costs approved by Client in writing in advance.

Wordbee will provide support to Client as set forth in Article 5 of this Agreement.

2.2 Wordbee Beebox: Wordbee’s software to translate files, documents or content management systems (CMS) in an automated or manual manner, as more fully described here.

Any updates to the standard version of Wordbee Beebox that are made commercially available by Wordbee, at its sole discretion and from time to time, shall be included in the Wordbee Beebox subscription being offered to Client at no extra cost.

If and when Client decides to upgrade its CMS to a new version, compatibility checks will be performed, and development work may be needed and charged to Client (upon its prior written approval of such charges) in order for the Wordbee Beebox to function as contemplated.

Any requirements of Client that are not included as part of the subscription-based license to Wordbee Beebox, including customization of Wordbee Beebox or Connector or extra functionalities, to meet Client’s needs shall be subject to a separate agreement to be negotiated between the Parties, including payment of extra fees based on costs.

2.3 Connector: A plugin developed by Wordbee for Wordbee’s translation management solution (TMS).

Article 3. License Grant

Subject to the terms of this Agreement, Wordbee hereby grants to Client a non-exclusive, non-transferable right to use Wordbee’s Software or Platform, as applicable, for Client's internal business purposes, subject to the terms of this Agreement. The license allows Client to give individual and personal logins, within the limit of the subscription paid for, and equal to the number of Allowed Users, as agreed in the Proposal, for accessing and using Wordbee’s Software or Platform via the servers of Wordbee.

Article 4. Intellectual Property

4.1 Rights and Usage:

(a) The structure, organization and code of Wordbee’s Software or Platform and the Software are valuable trade secrets and confidential information of Wordbee. All right, title and interest in and to Wordbee’s Software or Platform, the Software, other Intellectual Property and all other associated intellectual property rights remain the sole property of Wordbee. Client agrees and acknowledges that no title to Wordbee’s Software or Platform or any Intellectual Property as described herein passes to Client under this Agreement. This Agreement does not grant Client any ownership rights over Wordbee’s Software or Platform or the Software.

(b) All rights not specifically granted in this Agreement, including international copyrights, are reserved by Wordbee. Unless otherwise provided for in this Agreement or later authorized by Wordbee written consent, Client may not, nor permit any Allowed User or third party to: (a) copy Wordbee’s Software or Platform or the Software; (b) modify, translate or otherwise create derivative works of Wordbee’s Software or Platform or the Software; (c) disassemble, decompile or reverse engineer the object code or source code of Wordbee’s Software or Platform or the Software; (d) publish, or otherwise make available to any third party, any benchmark testing information or results related to Wordbee’s Software or Platform or the Software.

(c) Client acknowledges that Wordbee provides similar software, platforms, products and services for other parties and agrees that nothing herein will be deemed or construed to prevent Wordbee from carrying on such activity.

(d) Wordbee will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the performance of the services set forth in this Agreement in the furtherance of its own business and to perfect all other intellectual property rights related thereto, including patent, copyrights (except as otherwise stated below) trademark and trade secrets.

(e) Wordbee’s Software and Platform is protected by United States, Canadian, and International copyright laws. Title and copyright to the Wordbee’s Software and Platform is owned by Wordbee or its affiliates. Wordbee or its affiliates retain exclusive ownership in all intellectual property rights in and to Wordbee’s Software and Platform and Software and all underlying technology and associated documentation related thereto and reserves all rights, title and interest therein, as well as in any derivative works. Client authorizes Wordbee to use any feedback and ideas provided in connection with Client’s use of Wordbee’s Software or Platform for any purpose. Client agrees, on behalf of itself and its affiliates, that neither Client nor its affiliates will take any action inconsistent with Wordbee’s and its partners’ intellectual property rights. This Agreement is not an agreement of sale, and does not transfer any title, intellectual property rights or ownership rights to Wordbee’s Software or Platform to Client.

4.2 Client Data and Warranty:

(a) Client represents and warrants that any Data uploaded by Allowed Users on Wordbee’s Software or Platform is deemed to be owned by or otherwise proprietary to Client or used rightfully by Client with the authorisation of the legal owners of and right holders in such Data.

(b) Wordbee claims no title or intellectual property right in such Data and any associated concepts, know-how, documentation or techniques proprietary to Client. Wordbee acknowledges that no license is granted to Wordbee under this Agreement to such Data and any associated concepts, know-how, documentation or techniques proprietary to Client, except as set forth herein.

(c) Notwithstanding the foregoing, Client hereby grants to Wordbee a non-exclusive, worldwide and royalty-free license of all rights to use, record, and reproduce the Data uploaded or posted to Wordbee’s Software or Platform by Allowed Users, including, without limitation, all trademarks associated therewith, solely for the purpose of providing services hereunder and pursuant to the Proposal and for performing back-ups as set forth herein.

4.3 Feedback: If Client or any of its Allowed Users provide feedback, suggestions, enhancement requests or ideas regarding Wordbee’s Software or Platform or the Software ("Feedback") to Wordbee, such Feedback shall constitute the intellectual property of Wordbee and neither Client nor any Allowed User shall have any right, title or interest in or to such Feedback or any improvements, enhancements, modifications or new offerings created by Wordbee as a result of such Feedback.

Article 5. Support Services & SLA

5.1 General Support Terms:

(a) Specified Contacts: Support is provided only to Specified Contacts for Support. These contacts will centralize problems from Allowed Users and submit error reports when necessary.

(b) Error Reports: For each error report, Specified Contacts for Support will provide a full description of the problem, the context (e.g., browser), and screenshots or data sufficient to allow Wordbee to reproduce the error.

(c) API Usage: Client is authorized to call the APIs of the licensed Wordbee products. Usage is subject to the Fair Use Policy set forth herein.

(d) Training: Training and other consultancy services are not covered by this Agreement and, if not covered in the Proposal, may be available for a separate fee.

(e) Support Hours: Monday through Friday, from 8 a.m. to 6 p.m. CEST.

5.2 Support Exclusions (Applies to all Tiers):

(a) Support is not available on Luxembourg’s public holidays.

(b) Wordbee will define the Severity level of error reports in its sole discretion.

(i) third party machine translation engines or API keys;

(ii) third party identity providers for SSO;

(iii) Client's Internet access;

(iv) functionality working as designed, but Client objecting to how it works;

(v) Client's negligence, abuse, or misapplication of the Software; or

(vi) other causes beyond Wordbee’s control.

Article 6. Fair Use Policy

Client and its Allowed Users shall not, and shall not permit any third party to, use Wordbee’s Software or Platform or the Software in any manner that contravenes this policy.

6.1 No Service Disruption: Client agrees not to (or allow any third party to) misuse the APIs, such as submitting API requests that place an undue load on Wordbee’s Software or Platform. Client will not conduct internal stress testing or similar load testing not in accordance with licenses granted that would unnecessarily burden the servers of Wordbee.

6.2 Prohibited Actions: Client shall not (a) interfere with or disrupt the integrity or performance of Wordbee’s Software or Platform or the Software; (b) attempt to gain unauthorized access to Wordbee’s Software or Platform or the Software or its related systems or networks; or (c) disassemble, decompile or reverse engineer the object code or source code of Wordbee’s Software or Platform or any Software (save as permitted by law); (d) engage in unauthorized distribution, modification, or resale of Wordbee’s Software or Platform or the Software; or (e) perform any use that violates applicable laws or infringes on third party rights.

6.3 Violation: A violation of this Fair Use Policy constitutes a material breach of this Agreement and the Proposal. Wordbee reserves the right to suspend access to Wordbee’s Software or Platform or the Software and terminate this Agreement and the Proposal in accordance with Article 13 (Term and Termination).

Article 7. Client Responsibilities

7.1 Account Information: To access and use Wordbee’s Software or Platform, Client must create an account and provide accurate, up-to-date information.

7.2 Account Security: Client is solely responsible for maintaining the confidentiality of its account credentials and ensuring their security. Client will take all actions to maintain the confidentiality of, and prevent the unauthorized use of, any and all passwords and logins.

7.3 User Management: Client is fully responsible for assignment and use of logins and passwords to Wordbee’s Software or Platform within the limit of subscription paid.

7.4 Allowed Users: Client will identify individuals who are Allowed Users and who will receive passwords and logins for the purposes permitted by this Agreement. Client will keep a list of such Allowed Users and perform periodic updates as necessary.

7.5 Notification of Breach: Client will immediately notify Wordbee in writing if Client determines, or has reason to believe, that an unauthorized party has gained access to any of these passwords or logins or of any suspicious activity.

7.6 Liability for User Access: Use of any password or login assigned by Client, whether or not authorized by Client, will be solely the responsibility of and the risk of Client.

7.7 Client Indemnity: Client will indemnify, defend, and hold harmless Wordbee from any claim, proceeding, loss or damages (excluding any indirect and/or consequential loss and/or any lost profits) based upon any use, misuse, or unauthorized use of Client's passwords and logins.

7.8 Liability for User Operations: Client agrees that Wordbee will have no responsibility and no liability to Client for any loss or damage caused by any operations by an Allowed User other than as a result of any defect in Wordbee’s Software or Platform.

7.9 Data Backup and Saving:

(a) While using Wordbee’s Software or Platform, Client is fully responsible for the downloading and the saving of Data on a regular basis by Allowed Users, including documents, glossaries and translation memories.

(b) Client is fully responsible for the saving of documents in the process of translation through Wordbee’s Software or Platform either manually or by activating the automatic saving function.

(c) Under no circumstances shall Wordbee be held responsible for the loss of any Data not properly saved and stored by Allowed Users through Wordbee’s Software or Platform.

(d) Client acknowledges that Wordbee’s Software or Platform does not operate as a system of record. Client is solely responsible for making and maintaining backup and archival copies of all Data.

7.10 Sensitive Data Prohibition: Client will not, and will procure that Allowed Users will not, upload or transmit any special categories of personal information (as defined in the GDPR) or sensitive personal information (as defined in the CCPA) (collectively "Sensitive Data") to Wordbee’s Software or Platform. Client acknowledges that Wordbee does not monitor or control the content of Data uploaded to the Software and that Client is solely responsible for such Data. Wordbee disclaims all liability arising from the presence of any Sensitive Data uploaded in breach of this obligation. Client represents and warrants that it will defend, indemnify and hold Worbee harmless from all claims, costs, liabilities and losses incurred by Wordbee or any of its affiliated entities as a result of the uploading of Sensitive Data onto Wordbee’s Software or Platform.

Article 8. Availability

8.1 Uptime: Wordbee shall use commercially reasonable efforts to ensure that Wordbee Translator and Wordbee Beebox are available twenty-four (24) hours per day, seven (7) days a week EXCEPT in case of:

(i) scheduled downtime for systems maintenance, including without limitation, diagnostics, upgrades, or operations reconfiguration by Wordbee or Wordbee’s hosting partner.

Client will be informed at least two (2) working days in advance of any scheduled downtime by either Wordbee or its hosting partner.

Wordbee will use commercially reasonable efforts to perform scheduled maintenance between 11 pm and 5 am CEST.

(ii) unscheduled downtime caused by external forces beyond the reasonable control of Wordbee or its hosting partner, or downtime caused by Client's network or unavailability of the Internet for any reason.

8.2 No Remedy: Client acknowledges and agrees that no reimbursement, credit or other remedy will be granted by Wordbee in case of:

(i) scheduled downtime for systems maintenance, including without limitation diagnostics, upgrades, and operations reconfiguration,

Article 9. Data Security & Privacy

9.1 Data Center: Any data center which may be used to store the Data shall be in compliance with the General Data Protection Regulations (“GDPR”), and the physical environment shall be maintained in compliance with the required industry standards.

9.2 Collection and Storage of Personal Data: During the performance of this Agreement, Wordbee may collect personal data processed by the Client. By using Wordbee’s Software or Platform, Client acknowledges that Wordbee may collect and process certain data, including personal information, for the purpose of providing services and improving its products. All user authentication information shall be transmitted in encrypted form over the Internet. In this context, the Client is the “Controller” and Wordbee is the “Processor” within the meaning of the GDPR. Client’s Data shall be stored in dedicated databases and shared folders and shall be isolated from any other third party using Wordbee’s Software or Platform.

9.3 Privacy Policy: Wordbee will handle all data in accordance with its Privacy Policy.

Article 10. Data Recovery

Every day at 6 pm CEST Wordbee will make and store back-up copies of Client’s Data on Wordbee Translator for a period of 6 days. In case of loss of Data on Wordbee Translator due to system failure, Wordbee will provide Client with access to the latest back-up copy of its Data. This copy will be provided to Client as soon as possible after notification of Data loss and request for back-up copy of Data by the Client. Wordbee will make all commercially reasonable efforts to restore Client access to Data directly on Wordbee Translator. This excludes situations where Client mistakenly deletes its Data, whereupon Wordbee can attempt to restore Client’s deletions as a chargeable service.

Article 11. Compliance with Data Privacy Regulations

Wordbee is fully compliant with, and shall at all times provide the services hereunder in accordance with all relevant provisions of the GDPR which are applicable to “Processors” of data.

Article 12. Fees, Payment, and Taxes

12.1 Payment Terms: All invoices are due and payable in full within thirty (30) days of date of the inovice.

12.2 Non-Cancellable and Non-Refundable: All subscription fees are non-cancellable and non-refundable.

12.3 Suspension for Non-Payment: In addition to its right to terminate hereunder, Wordbee has the right to suspend Client’s account and access to

Wordbee’s Software and Platform if Client fails to pay any amount payable on its due date.

12.4 Taxes: The fees are exclusive of any Taxes. Client is responsible for the payment or withholding of all applicable Taxes (other than Taxes assessable against Wordbee based on its profits) associated with its subscription.

Article 13. Term and Termination

13.1 Term and Renewal: The initial term of this Agreement shall be for one year, unless a different period is stated in the Proposal, commencing on the date specified in the Proposal. This Agreement will automatically renew for successive one-year periods unless either Party serves written notice of non-renewal to the other Party at least sixty (60) days prior to the end of the then-current term.

13.2 Price Adjustment on Renewal: Wordbee may increase the annual price by a percentage equal to the change in the Consumer Price Index (CPI) over the preceding 12-month period, plus 2%.

13.3 Changes to Licenses: Changes to the licenses, whether the addition or removal of licenses or modules, must also be made in writing, at least sixty (60) days prior to the end of the then-current term and may result in a new Proposal with new terms, conditions and pricing.

13.4 Termination for Cause (Breach): Other than with respect to any failure to make any payment due hereunder, each Party may immediately terminate this Agreement 30 days after notifying the other Party of other Party’s breach of this Agreement if the notified breach remains uncured 30 days subsequent to such notification.

13.5 Termination for Non-Payment: If Client fails to make any payment due hereunder and fails to cure such breach within 10 days after receiving written notice from Wordbee, then Wordbee may immediately and without further notice terminate this Agreement and Client’s access to Wordbee’s Software or Platform.

13.6 Consequences of Termination: Upon termination of this Agreement, all Client rights to Wordbee’s Software or Platform and other services, shall automatically and immediately terminate.

13.7 Client Obligations on Termination: Client will discontinue its use of Wordbee’s Software or Platform and other services and return or provide verification of destruction related to any Confidential Information of Wordbee it may possess.

13.8 Data Deletion on Termination: Upon termination of this Agreement, Wordbee will suspend the provision of access and services set forth hereunder. The Client’s Data on Wordbee Translator shall then be physically deleted after six (6) weeks. Client can request re-activation of its account prior to physical deletion for the purpose of downloading its Data.

Article 14. Indemnification

Each Party, and their respective successors and assigns (the “Indemnifying Parties”), agrees to defend, indemnify and hold harmless the other Party and its affiliates, and all of their respective former and current owners, shareholders, officers, directors, employees, licensors, representatives, agents, successors and assigns (the “Indemnified Parties”) from and against all third party claims, suits damages, losses, and costs (including reasonable attorneys’ fees and costs), judgments, settlements, liabilities, and other expenses (a “Claim”) relating to or arising out of, directly or indirectly, (a) a breach of any representations and warranties by the Indemnifying Parties specified herein or in the Proposal, (b) the use, public display, public performance, reproduction, distribution, or modification of any materials, data or information provided by any Indemnifying Party to any Indemnified Party that violates, infringes or misappropriates the rights of any third party including, but not limited to, confidentiality obligations, copyrights, trade secrets, trademarks, publicity, privacy, patents or other intellectual property rights, (c) an act or negligence by any Indemnifying Party that constitutes a breach of privacy law (e.g. unlawful processing, storage or data leakage), and (d) the use of Wordbee’s Software or Platform by Client not in accordance with this Agreement and (e) any and all acts and/or omissions of the employees, representatives, independent contractors, and agents of the Indemnifying Party. The foregoing indemnity obligations shall not extend to any Claims arising out of or related to: (i) a modification of Wordbee’s Software or Platform by anyone other than Wordbee or anyone directed by Wordbee; or (ii) a combination of Wordbee’s Software or Platform with any third party software or equipment introduced by the Client to the extent that such combination is the cause of such infringement.

The obligation of any Indemnifying Party to defend, indemnify and hold harmless any Indemnified Party is subject to the Indemnified Parties: (i) notifying the Indemnifying Parties in writing no later than forty-five (45) days after receipt by an Indemnified Party of notification of a potential Claim; (ii) giving the Indemnifying Parties sole control over the defense and settlement of any such Claim; (iii) providing the Indemnifying Parties full cooperation for the defense of any such Claim, at the Indemnifying Parties’ expense; and (iv) not entering into any settlement or compromise of any such Claim without the prior written approval of the Indemnifying Parties.

Article 15. Confidentiality and Non-Disclosure

(a) Under no circumstances may either Party disclose any Confidential Information to any third party (including, but not limited to, competitors, industry analysts, press or media). Neither Party will use any Confidential Information of the disclosing Party except as expressly permitted in this Agreement or as expressly authorized in writing by the disclosing Party. Each Party will use the same degree of care to protect the disclosing Party's Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care.

(b) Neither Party shall disclose the other Party's Confidential Information to any person or entity other than the receiving Party's officers, employees, consultants and legal advisors who need access to such Confidential Information for the performance of this Agreement. Each individual or entity receiving Confidential Information pursuant to this subsection must have entered into a written confidentiality agreement, the sole objectives of which are to further the intent of this Article 15. The receiving Party shall be liable to the disclosing Party for any breach of these confidentiality obligations by any such persons.

(c) Each Party agrees to notify the other of any unauthorized use or disclosure of Confidential Information and to provide reasonable assistance to such other Party, and its licensors, in the investigation and prosecution of such unauthorized use or disclosure.

(d)If the receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the disclosing Party in breach of confidentiality protections hereunder, then the disclosing Party shall have the right, in addition to any other remedies available to it, to injunctive or other equitable remedies to protect its rights under this Agreement or the Proposal, in addition to any and all other remedies available at law, without the necessity of posting a bond or other security and without the necessity of proving further damages

Article 16. Warranty and Disclaimer

16.1 Limited Warranty: Wordbee warrants that Wordbee’s Software or Platform will materially conform to and perform in accordance with the specifications and descriptions set out in the Proposal for ninety (90) days following the date Wordbee’s Software or Platform is first made available to Client. This warranty does not apply if Wordbee’s Software or Platform or any equipment upon which Wordbee’s Software or Platform is authorized to be used: (i) has been altered or modified, except by Wordbee or its authorized representative; (ii) has not been installed, operated, used, repaired, or maintained in accordance with this Agreement, the Proposal or instructions supplied by Wordbee; (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; (iv) is licensed for beta or trial purposes; (v) has not been provided by Wordbee; or (vi) a malfunction in Wordbee’s Software or Platform has been caused by any equipment or software not supplied by Wordbee. Wordbee will use commercially reasonable efforts to deliver Wordbee’s Software or Platform free from any viruses, programs, or programming devices designed to modify, delete, damage or disable Wordbee’s Software or Platform or the Data. Wordbee accepts no responsibility for the results of any errors, defects and/or other risks associated with Wordbee’s Software or Platform, including, without limitation, the risk that: (i) a document or its text may be lost or damaged in transmission or (ii) the confidentiality of a document transmitted over the Internet may be breached. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF WORDBEE’S SOFTWARE OR PLATFORM IS AT CLIENT’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORDBEE’S SOFTWARE OR PLATFORM AND ANY SERVICES PERFORMED OR PROVIDED BY WODBEE’S SOFTWARE OR THE PLATFORM ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WORDBEE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO WORBEE’S SOFTWARE OR PLATFORM AND ANY SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WORDBEE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD WORDBEE’S SOFTWARE OR PLATFORM OR SERVICES PROVE DEFECTIVE, CLIENT ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. SERVICE PROVIDER DOES NOT WARRANT THAT WORDBEE’S SOFTWARE OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

16.2 High Risk Systems Terms: WORDBEE’S SOFTWARE OR PLATFORM MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGH-RISK SYSTEMS. WORDBEE HAS NO RESPONSIBILITY FOR, AND CLIENT WILL INDEMNIFY AND HOLD HARMLESS WORDBEE FROM, ALL CLAIMS, SUITS, DEMANDS AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE OR EXPENSES (INCLUDING ATTORNEY FEES) ARISING FROM OR IN CONNECTION WITH CLIENT’S USE OF WORDBEE’S SOFTWARE OR PLATFORM ON OR IN A HIGH RISK SYSTEM, INCLUDING THOSE THAT COULD HAVE BEEN PREVENTED BY DEPLOYMENT OF FAIL- SAFE OR FAULT-TOLERANT FEATURES TO THE HIGH RISK SYSTEM, OR ARE BASED ON A CLAIM, ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF HIGH RISK SYSTEM DEPENDS OR DEPENDED ON THE FUNCTIONING OF WORDBEE’S SOFTWARE OR PLATFORM, OR THAT THE FAILURE OF WORDBEE’S SOFTWARE OR PLATFORM CAUSED A HIGH RISK SYSTEM TO FAIL.

16.3 Third parties: Wordbee’s Software or Platform may contain independent third-party products and rely on them to perform certain functionality, including malware definitions or URL filters and algorithms. Wordbee makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.

16.4 Free and Beta Solution Disclaimer: The warranty provided under this Section 16 will not apply to any Free Solution or Beta Solution. All Free Solutions and Beta Solutions are provided "AS IS" with no warranty or support, and Wordbee disclaims all liability for any harm or damage arising from their use.

Article 17. Limitation of Liability

In no event will Wordbee be liable for the following, regardless of the theory of liability or whether relating to or arising out of this Agreement, the Proposal, Wordbee’s Software or Platform or otherwise, whether arising in contract, tort or otherwise, even if a party has been advised of the possibility of such damages: (i) indirect, incidental, exemplary, punitive, special or consequential damages; (ii) loss or corruption of data or interrupted or loss of business; or (iii) loss of revenue, profits, goodwill or anticipated sales or savings. All liability of Wordbee, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to Client, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed, in the aggregate, the total fees paid by Client during the twelve (12) month period prior to the date of the initial claim. This limitation of liability is cumulative and not per incident. Nothing in this Agreement or in the Proposal limits or excludes any liability that cannot be limited or excluded under applicable law. The warranties and remedies set forth herein are exclusive and in lieu of all others, oral or written, express or implied. This Agreement does not grant any benefits to any third party unless expressly stated to the contrary. In particular, no person other than a party to this Agreement can enforce or take the benefit of any of its terms.

THE TOTAL AGGREGATE LIABILITY OF Wordbee ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL FREE SOLUTIONS OR BETA SOLUTIONS WILL BE LIMITED TO €100.

Article 18. Publicity

(a) Wordbee and Client may issue a mutually agreed upon press release announcing the relationship established by this Agreement, as well as other press releases as may be mutually agreed upon from time to time.

(b) During the Term, Client agrees that Wordbee may use Client’s name, trademarks and logos in press releases, product brochures and similar marketing materials, financial reports and prospectuses indicating that Client is a client of Wordbee.

Article 19. Amendment; Complete Understanding; Severability

19.1 Amendment: Wordbee reserves the right to amend this Agreement from time to time; provided, however, such amendments will not apply retroactively. Wordbee will notify Client of any proposed amendment at least 30 days prior to its effective date. If Client does not object to the amendment and continues to use Wordbee’s Software or Platform after such effective date, Client will be bound by the amended terms and conditions.

19.2 Entire Agreement: This Agreement, together with the Proposal and any Annexes, constitute the final and complete agreement between the Parties regarding the subject matter hereof. They supersede the terms of all other agreements, whether written or oral, between the Parties, including any terms or conditions contained in any Customer-provided purchase order.

19.3 Severability: If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue in full force and effect.

Article 20. Choice of Law

This Agreement will be governed by and construed in accordance with the laws of Luxembourg. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the competent courts in that jurisdiction.

Article 21. Conflict Resolution

The Parties will make their best efforts to solve any dispute or controversy which may arise between them relating to the interpretation or implementation of the current Agreement. The Parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, which cannot be solved by the Parties themselves in a reasonable delay, will be submitted to arbitration under the rules of the Arbitration Centre of the Chamber of Commerce in Luxembourg prior to any submission to the Courts of Luxembourg.

Article 22. Third-Party Services and AI Models

22.1 Disclaimer: Wordbee is not responsible for, and disclaims all liability and warranties with respect to, any third-party software, services, or tools (including machine translation engines) that Client may choose to integrate or use with Wordbee’s Software or Platform. Usage of any such third-party services is subject to the terms between Client and that third-party provider.

22.2 Use of Third-Party AI and Language Models: Some features of Wordbee’s Software or Platform may utilize third-party large language models (“LLMs”) to enhance translation quality, help with parsing content, provide advanced linguistic suggestions or write draft messages. These LLMs are provided by reputable third-party providers. By using these features, Client acknowledges and agrees that certain data input (such as text for translation or related context) may be processed by these third-party providers solely for the purpose of delivering the relevant functionality. This also serves as an exception to the confidentiality obligations in Article 15. If Client does not wish for its data to be processed through third-party LLMs, Client may opt out by contacting Wordbee at privacy@wordbee.com. Client acknowledges that opting out may limit or disable access to specific features that rely on such technologies.

Article 23. Export Control

Client represents and warrants that it is not a member of any denied persons list, specially designated nationals list, or any other similar lists published by the U.S. Government, the United Kingdom, or the European Union. Client will not access or use the Software in or to territories for which an export license is required under applicable laws, and will not use the Software for any purpose prohibited by such laws.

Article 24. Force Majeure

Except for Client’s obligations to make payment hereunder, neither Party will be deemed to be in breach of this Agreement, or be entitled to damages or credits pursuant to this Agreement, for any failure or delay in performance caused by reasons beyond its reasonable control, or by an act of God, war, civil disturbance, court order, labor dispute, including without limitation failures or fluctuations in power, air conditioning or telecommunications equipment.

Article 25. Survival

The respective rights and obligations under the Articles headed: 1 (Definitions), 4 (Intellectual Property), 12 (Fees, Payment, and Taxes), 13.6-13.8 (Consequences of Termination), 14 (Indemnification), 15 (Confidentiality and Non-disclosure), 16 (Warranty and Disclaimer), 17 (Limitation of Liability), 18 (Publicity), 19 (Amendment and Complete understanding), 20 (Choice of Law), 21 (Conflict resolution), and 25 (Survival), in addition to any payment obligations incurred, will survive the termination or expiration of this Agreement.

These General Terms and Conditions are effective as of January 1, 2026 and apply to your use of Wordbee products and services. By continuing to use the products or services after this date, you agree to these General Terms and Conditions.

To view our previous Terms and Conditions, click here.

Luxembourg

General Terms and Conditions

Article 1. Definitions

Legal Notice

Privacy Policy

Terms & Conditions

Release Notes

Status Page

Documentation

Sales@wordbee.com