Kilgray Ltd., Béke sgt. 14., GYULA, H5700 Hungary (“Kilgray”) offers memoQ Zen (“memoQ Zen”), a cloud-based translation environment for individual translators and legal entities. This document contains the terms and conditions that apply when users register for, access, and use memoQ Zen.
memoQ Zen may be used by individuals or legal entities (“User”) who possess a Google account and intend to use memoQ Zen as part of, or connected to, their work or business activity.
memoQ Zen is a service that is currently in a beta (test) phase, and it is not yet commercially available. These Terms of Service apply to Users who register and use memoQ Zen as a beta service.
memoQ Zen is offered by Kilgray Ltd. For registry and tax identifiers and contact details, please refer to the Publisher page.
Accepting the Terms of service
- User may only register for, access, and use memoQ Zen after they accept these Terms of Service and enter into a service contract with Kilgray.
- User accepts the Terms of Service and enters into contract with Kilgray by checking the check box on the online form where they submit their e-mail address to apply for participation in the beta program.
- User may access, download, or print these Terms of Service at all times from the following web page: https://zen.memoq.com/terms-of-service.html.
Description of the memoQ Zen service
- The memoQ Zen service is an online translation environment, accessible from a web browser over the internet. The web browser must run on a desktop or portable computer. Small-screen mobile devices (smartphones) are not suitable to access memoQ Zen.
- memoQ Zen can be used to translate documents of various formats from one language into another, using a translation memory and a term base in the background.
At the time of the first publication of the memoQ Zen service, its main components are the following:
- A dashboard to oversee, create, or return to translation jobs
- An interface to create new jobs where User can upload source documents or fetch source documents from their Google Drive
- A two-column translation editor
- One translation memory for each language pair per client, created and accessed automatically in the background
- One term base for each language pair, created and accessed automatically in the background
- Kilgray reserves the right to add more functionality, remove or impose restrictions on existing functionality (e.g. limiting the number or size of jobs or documents). Kilgray will add or remove functionality depending on the results of internal testing or the feedback from Users, or as part of the development roadmap.
Enrolment and registration
- User requests enrolment in the memoQ Zen beta program by accessing the registration page, entering their e-mail address, and accepting the Terms of Service.
- Kilgray may approve or reject User’s enrolment request.
- Since memoQ Zen is a public but free trial service, Kilgray may reject the enrolment request without specifying a reason.
- User may not use memoQ Zen for any purpose other than stated in the preamble and Sections 1 and 2.
- User may not attempt to gain unauthorized access to components of memoQ Zen other than User’s own profile and translation jobs. Specifically, User may not attempt to access underlying system components or gain access to data of other Users or of Kilgray.
- User may not attempt to reverse-engineer, replicate, or republish parts or the entirety of memoQ Zen. In addition, User may not attempt to make unauthorized changes to the functionality or to the front-end of memoQ Zen.
- Failure to comply with terms in this section will result in the cancellation of User’s memoQ Zen account, and may result in legal – civil and/or criminal – procedures.
Termination or transformation of the memoQ Zen service
- Kilgray may terminate memoQ Zen without specifying a reason. Kilgray will send or publish a termination notice 30 calendar days prior to termination.
- Kilgray has the right to end the beta (test) period at any time, and transform memoQ Zen into a paid service. Kilgray will send or publish a notice 30 calendar days prior to transformation.
- Kilgray shall publish termination or transformation notices on the opening page of memoQ Zen.
- In the event memoQ Zen becomes a paid service, Kilgray will either offer a free tier or a free trial period. Kilgray will offer User, unless they cancel their access, to be transferred to the free tier or the free trial period, whichever becomes available. In the paid service, Kilgray may impose a restriction on the number or size of jobs or documents. If User’s existing account holds more jobs or documents, User may not be able to access all their jobs or documents until a. User accepts the Terms of Service of the new service, and b. User deletes superfluous jobs or documents, or c. User upgrades to a plan that allows the existing number and size of jobs and documents – if the paid service offers such a plan.
- In the event User is offered to be transferred to a new paid service, User will need to accept new Terms of Service to access the new service. Until User accepts the new Terms of Service, Kilgray will suspend User’s account but retain their data. Kilgray may set and enforce a deadline to accept the new Terms of service. If User does not accept the Terms of Service within this deadline, Kilgray will delete User’s account and data 14 calendar days following the deadline, without further notice.
- In the event Kilgray transforms memoQ Zen into a paid service, Kilgray may also change or extend the scope and functionality of memoQ Zen. Kilgray does not guarantee that the same functionality, user experience, or data will be available after the transformation.
Cancellation of access
- User may cancel their access to memoQ Zen at any time, without specifying a reason. User may cancel their access by clicking a button on their memoQ Zen profile page, if such button is available. If a cancellation button is not available on the memoQ Zen profile page, User may request to cancel their account by sending a cancellation notice to Kilgray in e-mail, to firstname.lastname@example.org.
- Upon cancellation by User, Kilgray will delete User’s account and all associated data within 24 hours from receiving User’s cancellation notice. User may download their jobs and documents prior to sending the cancellation notice.
- If User violates any of the terms herein, Kilgray may cancel User’s account and access to memoQ Zen. Kilgray shall send a cancellation notice 7 calendar days prior to cancellation, specifying the nature of breach. During this period, User may correct the breach, if such correction is possible, and request that their access be continued. Kilgray may approve or reject this request, without specifying any further reason.
Data protection, data processing, and privacy
- User may upload and enter data (“Data”) to memoQ Zen while using the service. Kilgray represents and warrants that it will not disclose the Data to third parties. Kilgray shall make all reasonable effort to secure and protect the Data, and mitigate the consequences in the event of data loss or a breach. Kilgray represents and warrants that it operates a data protection and security framework audited and certified under the ISO 27001 standard.
- Kilgray represents and warrants that it stores User’s Data on computers under Kilgray’s control, located in the territory of the European Union. Kilgray represents and warrants that it will not transfer the Data to servers located outside the territory of the European Union.
Kilgray may store the following categories of Data about, connected to, entered, or uploaded by User:
- Personal Data: At the time of registration, Kilgray will collect User’s first name, last name, and e-mail address. Kilgray will obtain these data from User’s Google account. These data are required for Kilgray to provide the memoQ Zen service. User acknowledges that Kilgray may store and process these data in order to provide memoQ Zen.
- Account Data: Details about jobs created by User. A job specifies a client, a language pair, a list of names of documents to translate. Implicitly, each job has statistics: the number, size, and format of documents. In addition, User’s account also has statistics: the number and size of projects, and the frequency and duration of User’s activity. Kilgray may keep an audit log of User’s activity. Kilgray acknowledges that the Account Data may be suitable to identify User and to profile Users for further purposes.
- Document Data: Contents of the documents. Kilgray represents and warrants that it will not analyze or process the text inside documents uploaded by User, other than in ways necessary to provide the functionality of memoQ Zen itself.
- Kilgray acknowledges that it qualifies as the data controller and the data processor for Personal Data and Account Data. Kilgray shall not use an external data processing entity.
- User acknowledges that Kilgray has no control over the text content User uploads as Document Data, although memoQ Zen must technically process the documents to import the text and find content that has already been translated or included in the term bases. Regarding Document Data, User shall qualify as the data controller, whereas Kilgray shall qualify as an external data processing agent, with all the obligations and undertakings described herein. User represents and warrants that, regarding Document Data, they will comply with terms and regulations pertaining to data controllers.
- Through the memoQ Zen account, User may at all times access all personal and other data they supplied or uploaded. User may delete any of these data. Deletion of User’s Personal Data will result in the deletion of User’s memoQ Zen account, along with all other accumulated or uploaded Data. Deleting User’s Personal Data will also result in the loss of User’s access to the memoQ Zen service.
- Processing Account Data: Kilgray may further process User’s Account Data as well as all related statistics and audit logs, in order to improve memoQ Zen and acquire business intelligence. Kilgray shall not use the accummulated Data for any other purposes. Kilgray shall perform such data processing always in the form of aggregating Account Data from several Users. Kilgray represents and warrants that the aggregated Data will not be suitable to identify individual Users. Kilgray shall not use the aggregated Data for automated decision-making.
- In the event that Kilgray’s data control, data processing, or data protection activity violates the 2016/679/EC (GDPR) directive of the European Commission, User may send complaints to the following supervisory authority: Hungarian National Authority for Data Protection and Freedom of Information (NAIH), https://www.naih.hu/general-information.html.
- Connection to Google account and Google Drive: Kilgray may access data under User’s Google account and Google Drive. Kilgray represents and warrants that memoQ Zen will always ask User’s express permission to access User’s Google account and Google Drive. Kilgray also represents and warrants that memoQ Zen will not save or otherwise store data to User’s Google account or Google Drive, and that it will not retrieve any data other than those necessary for user authentication and processing individual documents at the User’s explicit request.
Contacting User, collecting feedback, and sending syndicated content
Kilgray may use User’s e-mail address to contact User for the following purposes:
- Sending technical information about memoQ Zen
- Requesting feedback (“Feedback”) about User’s experience about memoQ Zen
- Information and advertisement about Kilgray’s products and services other than memoQ Zen.
- Kilgray represents and warrants that it will not disclose User’s e-mail address to third parties, and it will not send User advertisements or other promotional materials from third parties.
- Kilgray may request Feedback about User’s experience in the form of an e-mail (free-text input) or in the form of an online survey. Kilgray represents and warrants that, through online surveys, it will not collect information suitable for personal identification. For online surveys, Kilgray may use an external data collection service. However, all data processing and accummulation will be performed within Kilgray’s own infrastructure.
- Kilgray may further process User’s Feedback (together with User’s Account Data as well as all related statistics and audit logs), in order to improve memoQ Zen and acquire market insights. Kilgray shall not use the accummulated Data for any other purposes. Kilgray shall perform such data processing always in the form of aggregating Account Data and Feedback from several Users. Kilgray represents and warrants that the aggregated Data will not be suitable to identify individual Users. Kilgray shall not use the aggregated Data for automated decision-making.
Non-disclosure, confidentiality, and indemnification
- User may upload documents (“Document Data”) to their memoQ Zen account. User acknowledges that Kilgray does not control the text content of Document Data, but acts as an external data processing agent as described under 7.(5).
- User acknowledges that Document Data may contain information subject to non-disclosure or confidentiality agreements, national security regulations, or personal data protection regulations such as the 2016/679/EC (GDPR) directive of the European Commission.
- User – as the data controller regarding Document Data – represents and warrants that, whenever necessary, they will obtain the express written permission of the affected data owners before uplodaing documents, and they will comply with all applicable agreements and regulations they are party to. In the event of a legal procedure, Kilgray shall have the right to request a copy of said permission.
- User shall fully indemnify and keep Kilgray harmless from all legal claims, civil and criminal procedures, and all direct or consequential damages resulting from violations of contracts and regulations regarding Document Data, to the maximum extent permitted by law. An exception to this rule is the event that Document Data are accessed by unauthorized third parties due to provable intentional or serious fault, misconduct, or negligence on Kilgray’s part.
- The program code, text, and visual elements behind the memoQ Zen service are protected by copyright and other intellectual property laws. Any code, text, or visual element, in their entirety or in part, may only be copied, extracted, reused, reproduced, republished, or integrated into other systems with the express prior written consent of Kilgray and/or its licensors.
- The code behind the memoQ Zen service may contain third-party software from several sources. Kilgray represents and warrants that it has obtained all necessary rights and licenses to incorporate, use, package, and redistribute each third-party software component. The ownership and the right of authorship of the intellectual property remains at the respective owners or authors of each third-party component.
- Kilgray acknowledges that the documents uploaded by User in translation jobs are likewise protected by copyright and other intellectual property laws. Kilgray may not copy, extract, reuse, reproduce, or republish the contents of documents, either in part or as a whole, without express prior written consent from User and the owner of the source document. However, Kilgray, through memoQ Zen, may process the contents of the document in order to be able to provide the service. This processing does not constitute an infringement of intellectual property since the content will remain in User’s memoQ Zen profile and under User’s control throughout the entire process.
Exclusion of customer support, warranties, and liability
- Under the present terms, memoQ Zen is a public and free pre-release (beta) version of a service that is still being developed. Kilgray shall provide memoQ Zen “as is”. User acknowledges that under the present terms, memoQ Zen is not a commercial service, and providing related warranties or support may not be technically possible.
- Kilgray expressly excludes any warranties regarding the functionality, performance, and reliability of memoQ Zen, to the maximum extent permitted by law. Kilgray also expressly exludes any obligations to provide customer support. Nevertheless, Kilgray shall make all reasonable effort to restore operation and data in the event of malfunction or data loss.
Kilgray expressly excludes and shall not assume any liability for any data loss or any direct or consequential damages in the following events, to the maximum extent permitted by law:
- A successful attack against the computer system operating memoQ Zen, despite all reasonable effort and readiness of Kilgray personnel and equipment;
- memoQ Zen experiences malfunctions that prevent the User from accessing their memoQ Zen account;
- User is unable to access or work with their memoQ Zen account due to a software or hardware malfunction of User’s computer or the loss or malfunction of User’s internet connection;
- User is unable to access their memoQ Zen account because User’s Google account is unavailable, blocked, or lost;
- An unforeseen programming or configuration error in the memoQ Zen service causes loss of data or functionality, due to the work-in-progress nature of the service.
- Exception to the above rule: According to data protection regulations, User must at all times be able to access and request to delete data entered under their memoQ Zen account. If User’s memoQ Zen account is not available due to an attack or malfunction, User may send an e-mailed request that Kilgray send a backup of data, or else erase all data from User’s memoQ Zen account. To such an e-mailed request, Kilgray shall respond within 72 hours, either with a fulfilment of the request, or with information about the time the data are expected to be restored.
Other Contracts and Litigation
- Parties acknowledge that there may exist other contracts between them, regarding other products and services supplied by Kilgray. Parties agree that, regarding memoQ Zen, only the present Terms of Service shall be effective.
- These Terms of Service are governed by Hungarian law. Issues not covered herein shall be governed by the Hungarian Civil Code. The governing language of the terms herein is English.
- In the event of litigation, Parties shall make every effort to settle the differences amicably. If the litigation process requires a legal procedure, the competent Hungarian civil courts shall have jurisdiction.