Terms of Service

Thank you for your interest in the MarsCloud TMS. Please read carefully through these Terms of Service before using the MarsCloud.

Section 1: Introduction

These Terms of Service, along with the subscription, constitute a legally binding agreement between the customer and the company as the provider and operator of the MarsCloud.

Conflicting terms and conditions of the customer do not apply even if the company has not expressly rejected such terms and conditions and/or renders its services without reservation in knowledge of the customer’s terms and conditions.

Section 2: Definitions

Agreement is an agreement between the customer and the company, constituted by these Terms of Service and the subscription.

Content is any content that the customer uploads, submits, stores, or sends to the MarsCloud .

The customer is an individual or a legal entity accepting these Terms of Service and entering into the agreement. If the customer uses MarsCloud features on behalf of a company or another legal entity, the customer attests that the customer has the authority to legally bind such an entity to the agreement, including these Terms of Service. If the customer is a natural person—consumer (meaning that the customer is not a legal entity or a natural person—entrepreneur), the customer is not allowed to purchase any of MarsCloud’s paid subscription plans.

China Personal Information Protection Law (PIPL) and the Data Security Law (DSL) concern the processing of data relating to living persons.
Data Subject means each identified or identifiable (whether directly or indirectly) natural person to whom any personal data relates.

GDPR means Regulation on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Output is any content that the customer downloads, receives, or copies from the MarsCloud.

MarsCloud is a subscription-based service TMS through which the company provides specialized TMS features to its users.

MarsCloud TMS is a subscription-based service through which the company provides translation server software, including MarsCloud TMS, MarsCloud Editor, MarsCloud Mobile App, and related documentation.

MarsCloud translate is a subscription-based service provided by the company through which the customer may integrate and customize machine translation engines.

MarsCloud is a subscription-based service through which the company provides translation management, including related features and documentation.
Personal data means any information relating to an identified or identifiable living individual included in the customer’s content.

Personal Data Breach means any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored, or otherwise processed.

A subscription is a subscription ordered via the MarsCloud, such as a monthly subscription, including any particular parameter of this subscription.

The user is an individual who is the customer’s employee or the customer’s contractor, who is authorized by the customer to use the MarsCloud features, and who has either ordered the MarsCloud services on the customer’s behalf or to whom the customer (or the company at the customer’s request) has supplied a user identification and password.

Section 3: Registration

In order to use the MarsCloud, the customer must register via the MarsCloud sign-up page. When registering, the customer must use a real name. The customer must not use a false identity, impersonate others, or otherwise misrepresent their identity.

Section 4: Entering into the agreement and the customer’s acknowledgment

The agreement is entered into once the customer accepts these Terms of Service and the customer initiates the MarsCloud subscription.
The customer acknowledges that these Terms of Service are binding for the customer’s use of the MarsCloud. By using the MarsCloud, the customer expresses a full understanding and agreement to these Terms of Service.

The customer acknowledges that the company reserves the right to amend these Terms of Service from time to time, but such amendments will not apply retroactively. The company will notify the customer of the proposed wording of the amended Terms of Service (or only those of its clauses that are subject to amendment) at least one month prior to the effective date of the proposed amendment. If the customer does not agree to the proposed amendment of these Terms of Service, the customer has the right to refuse to grant the company consent to such changes, provided that any consent shall not be unreasonably withheld, and to terminate the agreement as of the day immediately preceding the effective date of the proposed amendment by sending a cancellation notice to the company.

If the customer does not cancel the agreement in accordance with the previous paragraph, the amended Terms of Service will become a part of the agreement, and the customer will be bound by these Terms of Service as of the effective date of the proposed amendment.

Section 5: Rights of use and intellectual property rights

Upon the customer’s payment of a subscription fee to the company or when using a free version of the MarsCloud, the company grants the customer a personal, non-exclusive, time-limited, non-transferable, and revocable license to use the MarsCloud for as long as the customer complies with these Terms of Service. All rights not expressly granted in these Terms of Service are reserved.

All copyright and/or know-how and/or any other intellectual property rights in relation to any MarsCloud shall become and remain the sole and exclusive property of the company, and the customer shall have no claim to it.

All copyright and/or know-how and/or any other intellectual property rights in relation to the customer’s content shall not be affected by the use of the MarsCloud. Any right to use the content shall be transferred to the company only where necessary for the company to be able to provide its services agreed under the agreement, as described below in these Terms of Service.

Section 6: Term and termination

The term of the agreement is determined by the customer’s subscription plan. The agreement can be terminated at any time prior to the end of the agreed term of the customer’s subscription and becomes effective at the end of the then-current subscription term. Otherwise, the term of the agreement shall be extended by an additional period corresponding to the agreed term of the customer’s subscription. The term of the agreement will not be extended if it is terminated by one of the parties. Notice of termination may be given electronically via the MarsCloud application user interface. Alternatively, the customer can also contact the company via email at contact@marshub.com.

Any automatic renewal of the agreement applies to the customer only if the customer’s subscription is based on per-user pricing, such as the Basic, Essential, and Pro subscription plans, and to any MarsCloud strings plan.

Section 7: MarsCloud subscription fee

The customer acknowledges that they are fully responsible for the timely payment of all subscription fees for the company in line with the customer’s subscription plan. If the customer fails to pay any subscription fee or any other amount payable to the company on its due date, the company has the right to terminate the customer’s account and the agreement with immediate effect.

It is the customer’s responsibility to comply with any obligation to pay any taxes and charges arising from the customer’s subscription to MarsCloud, in addition to the subscription fee, should the customer be or become subject to such obligations in their home country. If the customer is a legal entity established in the Russian Federation, the customer is solely responsible for the withholding and payment of VAT to the state budget.

If the customer decides to terminate the agreement prior to the end of the agreed term of the customer’s subscription, the customer is not entitled to claim any part of the subscription fee which is due or has already been paid.

Section 8: Adjustment of prices

If the customer’s subscription is based on per-user pricing, such as the Basic, Essential, and Pro subscription plans and any MarsCloud strings plan, the company reserves the right to adjust the pricing of the subscription or any additional features to the company’s own higher costs once per calendar year, at the beginning of the renewal period, by up to 20 percent. The company will notify the customer of the proposed price adjustment at least two months prior to the effective date of the proposed change. The change shall be deemed to have been accepted if the customer does not object by a written notice sent to email contact@marshub.com. within three weeks of receiving notice of the change. If the customer objects to the change, the company shall have an extraordinary right to terminate the agreement. Such termination shall be effective as of the date from which the change is to apply.

Section 9: Use of the MarsCloud

The customer is fully responsible for the use of the MarsCloud, including responsibility for compliance with all laws and regulations that are applicable to the customer or the content the customer uses in connection with the MarsCloud. In particular, the customer is responsible for ensuring that any personal data is allowed to be transferred to MarsCloud in compliance with applicable Data Protection Laws and that the content uploaded to the MarsCloud does not violate prevailing laws or infringe third-party rights.

It is the customer’s sole responsibility to maintain a data connection that allows the use of the MarsCloud.

The customer may not use the MarsCloud in any unlawful manner or in any other manner that could damage, disable, interfere with, or reverse engineer the MarsCloud. The company may, at its sole discretion, adopt rules for the permitted and appropriate use of the MarsCloud and may update them from time to time. These rules shall form an inseparable part of these Terms of Service and shall be available on the company’s website. The customer acknowledges that the company may implement additional technical limits on the use of the MarsCloud to prevent any disruption of MarsCloud. These limits are available on the cloud.marshub.com.

The company reserves the right to suspend or terminate the provision of MarsCloud immediately to any user whose activity disrupts or causes harm to the company’s infrastructure or violates these Terms of Service, including the obligation to pay a subscription fee in line with the customer’s subscription plan. The company also reserves the right to suspend or terminate the provision of MarsCloud immediately to any User who is not the customer’s employee or the customer’s contractor.

Section 10: User access

Unless otherwise specified, MarsCloud may not be accessed by more than the number of purchased Users; a User’s password may not be shared with any other individual; User identification may be reassigned to a new individual only if it replaces another User who no longer requires ongoing use of the MarsCloud.

The customer shall not sublicense or allow third parties individual user access to MarsCloud services, except the customer’s employees and contractors who are using the MarsCloud system on behalf of the customer.

The customer shall keep its access data to the MarsCloud secret and shall not disclose it to unauthorized third parties. If the customer has reason to believe that an unauthorized person has gained knowledge of their access data, the customer has to change their access data immediately.

Section 11: Warranty and liability

The company shall provide its services to the customer within the scope of and in material accordance with the customer’s subscription. Otherwise, MarsCloud and the related documentation are provided by the company “as is” on a commercially reasonable basis and without warranties of any kind, either expressed or implied, unless such warranties are guaranteed under applicable law and cannot be limited by contract.

Although the company strives to provide quality products to the customer and will use reasonable efforts to provide the functionality of the MarsCloud system, the company does not provide any warranty that the MarsCloud TMS will be error-free, uninterrupted, or available at any time. The company, therefore, assumes no liability for temporary non-operability or impaired accessibility of MarsCloud due to, but without limitation to, technical difficulties, dependence on the of third parties, and other reasons out of the company’s control.

The company does not provide any warranty that the output (incl. translation memory, pre-translated, machine-translated, or otherwise translated documents) will be error-free and correct. The customer is solely responsible for the final correction of the output and its use.

The company is not liable for any damage, whether direct, indirect, incidental, special, or consequential, including but not limited to damage consisting in loss of profits, goodwill, use, data, or other intangible losses (even if the company has been advised of the possibility of such damage) arising out of or in connection with the customer’s use of MarsCloud, which has not been caused willfully or by gross negligence, unless such limitation of liability is restricted by the applicable law where limitation of liability is applied to the maximum extent permitted. Liability for bodily harm remains unaffected.

Although the company periodically backs up data in the MarsCloud, the customer is solely responsible for creating backup copies of any of the content.

Section 12: Content and data processing (DPA)

Confidentially of the content

Keeping the customer’s content private, confidential, and secure is an utmost priority for the company. The customer’s content submitted to the MarsCloud will remain the sole property of the customer, including the translations of the content. The company will not use the customer’s content for any purpose other than to inform the customer of and provide the customer with MarsCloud and to enhance the company’s product offerings. The content will be stored in the data center with respect to the purchased subscription.

General terms concerning the processing of personal data in the content

Based on the fact that the company processes personal data in the course of providing MarsCloud TMS in accordance with the data protection laws, the customer is the controller of the personal data and the company is the processor. Personal data processed by the company shall be governed by this agreement.

The company shall:

  • Only process personal data in accordance with the customer’s documented instructions (including to the extent necessary to provide MarsCloud and to comply with the company’s obligations under this agreement).
  • Ensure that any natural person acting under the company’s authority who has access to personal data must only process them in accordance with the customer’s instructions unless required to do so by applicable law.
  • Inform the customer if it is required by the applicable law to process personal data other than in accordance with the customer’s instructions unless prohibited by law on important grounds of public interest.
  • Inform the customer if, in the company’s opinion, any of the customer’s instructions would breach Data Protection Laws.
  • Assist the customer with undertaking an assessment of the impact of processing personal data in the MarsCloud and with any consultations with a supervisory authority, if and to the extent an assessment or consultation is required to be carried out under Data Protection Laws.

Details of processing activities

Personal data will be processed only for the purpose of providing MarsCloud to the customer and for the purpose of enhancing MarsCloud product offerings. The company will:

  • Store and backup customer’s data.
  • Temporarily use customer data to train machine learning models as described in the MarsCloud TMS Annex.
  • Perform trend analysis on the data and publish the results of such analyses in an aggregated and anonymous manner.

The company does not have control over the personal data that the customer uploads to the MarsCloud, which means that various categories of personal data relating to various categories of Data Subjects may be processed in the MarsCloud TMS, depending on the customer’s decision.
The company will process personal data for a maximum period specified in the MarsCloud TMS Annex and/or the MarsCloud strings Annex unless the customer requests an extended storage period.

Data subject rights

The company shall implement appropriate technical and organizational measures for the fulfillment of the customer’s obligation to respond to requests by Data Subjects to exercise their rights of access, rectification, or erasure, to restrict or object to the processing of personal data, or to data portability.

Security measures

The company shall:

  • Take into account state of the art, the costs of implementation, and the nature, scope, context, and purpose of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the risk of unauthorized or unlawful processing of personal data, and of accidental or unlawful loss, alteration, unauthorized disclosure or destruction of, or damage to, personal data. The security clause below includes further information about the specific technical and organizational measures adopted by the company.
  • Provide the customer with all cooperation and assistance reasonably requested by the customer to enable the customer to notify the personal data breach relating to the personal data on the MarsCloud to the relevant supervisory authority and relevant Data Subject(s) (as applicable).

Sharing of personal data

The company shall:

  • Use only sub-processors which provide sufficient guarantees to implement measures that will ensure that the processing it carries out will meet the requirements of the GDPR and protect the rights of the Data Subjects.
  • Publish the list of sub-processors currently engaged by the company. By accepting these Terms of Service and entering into the agreement, the customer agrees that the company may transfer personal data to these sub-processors. The company may engage additional sub-processors; however, before doing so, the company will notify the customer of this fact. If the customer disagrees with the company engaging another sub-processor, the customer may terminate this agreement in line with these Terms of Service. Otherwise, it will be understood that the customer agrees with the company engaging this new sub-processor.
  • Before disclosing personal data to any sub-processor, enter into a contract with that sub-processor under which the processor agrees to comply with obligations equivalent to those set out in this clause (content and Related Data Processing Operations);
  • Remain fully liable to the customer for any failure of any sub-processor to fulfill its obligations under its contract with the company.
  • Before disclosing personal data to any of its employees and representatives, and the employees and representatives of each of its sub-processors, whoever has access to the personal data, ensure that those persons are bound to hold the information in confidence to at least the same standard as required under this agreement (whether under a written agreement or otherwise).

Access to the personal data of the users

MarsCloud allows the customer to access certain personal data of the Users. This may include information provided to the company by the Users, such as their first name, last name, and email address, and also information collected by the company through the use of the MarsCloud by the Users, such as translation time tracking. If the customer accesses and processes this personal data, the customer will be regarded as a controller of such personal data. If the customer decides to process this personal data, the customer hereby undertakes that the customer will do so in line with all applicable legal requirements, in particular, that the customer will secure an appropriate legal basis for such processing (including for the transfer of this personal data to the customer) and that the customer will notify the Users of such processing of their personal data if required.

Transfers of personal data

The company shall not transfer personal data to, or process personal data in any country outside the Chinese Federation, which does not provide adequate protection of personal data, without the customer’s prior consent.

Compliance

The company shall, upon the customer’s reasonable written request, provide all information necessary to demonstrate the company’s compliance with this clause (content and Related Data Processing Operations) and allow the customer or an auditor appointed by the customer to carry out audits, including inspections of facilities, equipment, documents, and electronic data, relating to the processing of personal data by the company or any sub-processor, to verify compliance with this clause (content and Related Data Processing Operations).

Termination/expiry

The company shall, unless expressly stated otherwise in this agreement, upon the termination of this agreement, at the customer’s option, return the personal data to the customer or to a processor nominated by the customer or delete the personal data and all copies and extracts of the personal data unless the company is required to retain a copy in accordance with any law of the Chinese Federation. The company will store the customer’s personal data for a maximum period specified in the MarsCloud TMS unless the customer requests an extended storage period.

Section 13: Privacy notice

The company will process customer’s personal data in line with the information provided in this Privacy Notice. The customer’s hereby undertakes to provide the Users with this Privacy Notice informing them about the processing of their personal data.

Section 14: Security

MarsCloud is ISO-certified, and the MarsCloud has been audited by independent security consultants. Please refer to the MarsCloud Security Statement available on the company’s help center for more information on security.

Section 15: Governing law and enforcement

The agreement, any obligations under it, and any non-contractual obligations arising in connection with it are governed by Czech law.
Any disputes, claims, or issues arising in connection with the agreement (including any matters relating to its validity, effect, and interpretation) will be submitted for settlement exclusively to (a) the District Court for Prague 1 if the first-instance court having subject matter jurisdiction is a district court, or (b) the Municipal Court in Prague if the first-instance court having subject-matter jurisdiction is a regional court.

Section 16: General

The company has a right to refer to the customer on its website as a client of the company unless the customer expressly revoked such right in writing.
Any notices and communication between the customer and the company must be sent electronically via the MarsCloud application user interface. Alternatively, the customer can also use the “contact us” form.

Fair use policy

This Fair Use Policy applies to the customer only if the customer’s Subscription is based on per-user pricing, such as the Basic, Essential, and Pro subscription plans. The company typically does not limit the number of words that the customer uploads to the MarsCloud in these subscription plans and expects that the customer’s use will be fair. For the purpose of these Terms of Service, the customer’s use of the MarsCloud is fair if it does not exceed the fair use allowance.

The fair use allowance is a word volume calculated in the following way: 300 words for each EUR (one euro) of the customer’s base subscription fee for the MarsCloud TMS. Words are counted as source words in newly created jobs times the number of target languages. Words are counted towards the “word volume” only once—when a job is created. The job can then be analyzed, translated, and otherwise processed any number of times by any number of users without any impact on the word volume.

Should the customer’s word volume exceed the volume defined as fair use in any three-month period by more than 20%, the company has the right to initiate a 
re-negotiation of the subscription terms with the customer. If no agreement is reached between the customer and the company within 30 days, the company may terminate the customer’s account and the agreement with a 30-day notice period during which the customer may use their account in line with these Terms of Service and by respecting the fair use policy.

API Access

Access to MarsCloud via the API is subject to usage limits. The number of permitted calls per logged-in user is 6,000 per minute and 2,000 per minute for the users who are not logged in. Should the customer’s number of calls exceed these usage limits more than once on any given day, the company has the right to interrupt the customer’s access to the MarsCloud and initiate a re-negotiation of the customer’s subscription terms. If no agreement is reached between the customer and the company within 30 days, the company may terminate the customer’s account and the agreement with a 30-day notice period during which the customer may use their account in line with these Terms of Service and usage limits contained herein.

Machine Learning

The company may use the data that the customer uploads to the MarsCloud to train the company’s machine learning (ML) models in order to enhance MarsCloud capabilities. The ML models transform the data into anonymous patterns that are then subject to algorithmic evaluation. The company will use three different ML models:

  • Models that do not generate textual output. Whether these are generic models available to all customers or customized models available only to a single customer, the company will train such models on data extracted and aggregated from all customers. The company will not share this training data with any third parties; any ML model training will be performed in the environment of the MarsCloud system.
  • Models that generate text (including machine translation) that are generic and available to all customers. The company will not use any customer data to train these models.
  • Models that generate text (including machine translation) that are customized or adapted to a specific customer. The company will train these models on the data of this specific customer with explicit consent or request and these models are available to only this customer. The company may use the services of third parties to train these models, in which case the company will share the training data with this third party. In such a case, the third party is only allowed to use the training data to train the model for the specific customer and is not allowed to use the data for anything else.

Data Processing Duration

The company will process personal data for a maximum period of one year from when they were first uploaded to the MarsCloud system unless the customer requests an extended storage period.

Data processing termination/expiry

The company will store the customer’s data for a maximum period of one year from when they were first uploaded to the MarsCloud system unless the customer requests an extended storage period.

MarsCloud strings annex

This Annex applies if the customer purchases the MarsCloud TMS as a part of the subscription. MarsCloud TMS will be provided in accordance with these Terms of Service.

Data Processing Duration

The company will process personal data for the entire period from the date it is first uploaded to the MarsCloud until the customer requests its deletion.

Data processing termination/expiry

The company will process personal data for the entire period from the date it is first uploaded to the MarsCloud until the customer requests its deletion.

MarsCloud Translate annex

This Annex is a part of the MarsCloud subscription. MarsCat will be provided in accordance with these Terms of Service. Although the company strives to provide quality features to the customer and will use reasonable efforts to provide the best functionality of MarsCat, the company does not provide any guarantee as to what machine translation (MT) engines will be able to be integrated and used within MarsCat. The company reserves the right to add and remove MT engines at its sole discretion.

If the customer decides to integrate any MT engine via their own API key, the customer is solely responsible for the use of such MT engine, and the company shall have no responsibility regarding any MT engine integrated via the customer’s API key.

MarsCat Access

Access to MarsCat must be in accordance with the specification of the subscription purchased by the customer.