Alibaba Translate Website Service Agreement

Last modified on March 2,2019

This Alibaba Translate Website Service Agreement (this “Agreement”) is between you as a service provider ("You" or "Member") on the Alibaba Translate Website (URL: https://www.alifanyi.com) and the relevant Alibaba contracting entity. If You indicated that You are from a jurisdiction outside of Mainland China (Mainland China in this Agreement excludes Hong Kong, Macau and Taiwan) during Your membership registration process, You are contracting with Alibaba.com Hong Kong Limited (“Alibaba”). If You indicated that You are from Mainland China, this Agreement does not apply to You and You shall register an account on the Chinese language version of the Alibaba Translate Website and contract with other relevant contracting entities.

Acknowledgment

1. You acknowledge and agree that You have fully read, understood and accepted the entire content of this Agreement (including but not limited to all statements and terms of this Agreement, especially the underlined and bolded content) before signing this Agreement. Once You clicked confirm and agree to this Agreement on the Alibaba Translate Website, You agree to all the terms of this Agreement and shall comply with all the terms of this Agreement.

2. This Agreement includes the Acknowledgement, the Main Body, the Appendices, the Rules mentioned in the Main Body, and all the rules and policies published or to be published on the Alibaba Translate Website relating to the website and its services.

3. Alibaba may unilaterally supplement or amend the terms of this Agreement by publishing an amended and restated version on the Alibaba Translate Website. If You continue to provide services under this Agreement after the publication of the amended and restated version of this Agreement, You are deemed to have fully read, understood and accepted the amended and restated Agreement and You shall comply with the terms of such Agreement. If You do not agree to the amended and restated Agreement, You must stop providing Your services and submit a termination request to Alibaba.

In the course of reading this Agreement, if You do not agree to this Agreement or any of its terms and conditions, You must immediately stop the registration process or stop using the Alibaba Translate Website.

Main Body

• Definitions

  Alibaba Translate Website: means the website with the URL: https://www.alifanyi.com and the relevant mobile application of the website.

  Alibaba Translate Website Services: also referred to as "Website Services", means the various services provided by Alibaba through the Internet in various forms (including new services in the future).

  Alibaba Translate Website Rules: also referred to as "Rules", mean all the rules, interpretations, announcements, implementation rules, product process descriptions, and etc. that are published or to be subsequently published on the Alibaba Translate Website and other related online channels.

• Use of Platform
  • Registration. You shall register a user account with the Alibaba Translate Website before providing any Services (as defined below). Alibaba may require You to provide information relating to Your identity, experience, business information, and qualification for the purpose of identity and experience verification. You represent, warrant and undertake that (a) all information and materials provided to us, whether provided during the registration process or thereafter, are true, accurate and complete, and (b) You will promptly notify us in writing if any information or material provided to us became untrue, inaccurate, incomplete or misleading in any respect and will provide any supplemental or additional information and materials as required by us throughout the continuation of Your account and use of the Alibaba Translate Website.
  • Qualification. You shall be a registered company outside of Mainland China to provide the Services herein. In addition, Your business shall be in operation for at least one (1) year and You shall have at least five (5) full-time translators and twenty (20) part-time translators as employees. You shall provide all relevant materials as may be reasonably requested by Alibaba to demonstrate that You have fulfilled the above requirements. All materials provided by You must be authentic and valid.
  • Compliance with Platform Rules. You shall comply with all the Rules, membership agreement, privacy policies, or personal information collection statements, and etc. where applicable) of the Alibaba Translate Website that Alibaba or its affiliate has published or will publish from time to time in connection with Your use of the Alibaba Translate Website Platform and/or Your provision of Services.
  • Alibaba Data. Unless where prohibited by laws and subject to the applicable privacy policy and personal information collection statements, all information generated, processed or stored on the Alibaba Translate Website by Alibaba, You, on Alibaba or Your behalf, or provided to Alibaba for such processing or storage, as well as any information derived from such information, constitutes “Alibaba Data”. To the maximum extent permitted by laws, Alibaba and its affiliates possesses and retains all right, title and interest in and to Alibaba Data. You consent that, subject to the applicable privacy policies of Alibaba or its affiliates which provides for the use, storage, transfer, deletion and retention of Your personal data in connection with Your use of the Alibaba Translate Website and Your provision of Services, Alibaba has the right to use Your information and data provided pursuant to this Agreement to facilitate any communications and/or to administer any projects, tasks, or assignments between You, Alibaba, or other members of the platform as needed.
  • Language. If Alibaba published or provided to You a translated version of this Agreement, such translated version is provided for convenience only and the English version prevails in case of any language inconsistencies.
  • Use of Platform Generally. In connection with Your use of the Alibaba Translate Website, You shall not:
    • create a false identity on the Alibaba Translate Website, create a false member profile, or use or attempt to use another member’s account;
    • develop or use any software, devices, scripts, robots, plugins, add-ons, or other methods technology to scrape or crawl any data or information on the Alibaba Translate Website;
    • override or undermine any security features, access controls, or other information security features of the Alibaba Translate Website;
    • copy, use, disclose or distribute any data or information on the Alibaba Translate Website or otherwise obtained through its provision of Services;
    • post, upload, or send to Alibaba or to its affiliates any malicious content, including but not limited to any content that contains computer viruses, worms, harmful code, unlawful content, and etc.;
    • reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code of the Alibaba Translate Website and all other ancillary technologies;
    • expressly state or imply that You are affiliated, endorsed, or are an representative of Alibaba or its affiliates;
    • use any automated means or other means that are not endorsed or approved by Alibaba or its affiliates to access the Alibaba Translate Website, add or download contacts, send or redirect messages; or
    • interfere with the operation of, or place an unreasonable load on, the Alibaba Translate Website (examples of such include, but are not limited to, unsolicited electronic messages, denial-of-service attacks or distributed denial-of-service attacks, viruses, malicious codes, programs or software, and etc.).
  • Inconsistency. This Agreement prevails over any conflict or inconsistences with the terms set out in any terms and conditions, Rules, or policies published or to be published on the Alibaba Translate Website.
• Services
  • Services. The Services that You will provide under this Agreement include, but are not limited to:
    • Document translation (e.g. product title/details, website comments, business cards, company profiles, agreements, business documents);
    • Video/audio translation (e.g. corporate promotional videos, product usage videos);
    • Localization (website localization, APP localization);
    • Image translation (image translation and typesetting in different formats).
  • Mode of Service. You shall use Your Alibaba Translate Website membership account to provide Services, and the relevant mode, ways or method of Your provision of Services will be specified on the Alibaba Translate Website.
  • Quality of service. You shall provide Your Services to the best of Your ability. In particular, You shall ensure that: (i) there is no technical error in the translation; (ii) the translated text is not contrary to the meaning of the original text; (iii) professional terms are accurately and consistently expressed; (iv) any terms of expression conforms to the ordinary habits and requirements of the relevant profession; (v) the translated text and the original text are consistent in style; (vi) all symbols, quantity and units, formulas and equations are translated or expressed in accordance with the customs or regulations for target language; and (vii) all Your comments are placed appropriately (if any).
  • Assessment. Alibaba may assess the quality of Your deliverables and the assessment criteria and scoring matrix for the relevant task, project, or assignment may be specified on the Alibaba Translate Website. The service fees payable to You may be deducted proportionally for quality issues based on the scores assigned by Alibaba after assessing the quality of Your deliverable.
  • Quality Defect. You shall provide the Services in accordance with the requirements and specifications specified by Alibaba for the particular task, project or assignment. You shall make the necessary corrections or changes to Your deliverables free of any charge if there are errors such as grammatical errors, spelling errors, inconsistency in translationof terms, errors due to lack of professional or background knowledge, or other translation errors. If Alibaba or any third party incurred losses due to the quality of Your Service, Alibaba has the right to terminate this Agreement by written notice to You.
  • Late Submission. Time is of the essence for Your submission of deliverables. For each day of late submission, Alibaba may deduct 5% of the service fee payable to You. If Your submission is late for 3 or more days, Alibaba may unilaterally cancel Your engagement for the tasks or project without the obligation to pay You any service fee, and You shall pay Alibaba a sum that equals to 20% of the service fee payable as liquidated damages.
  • Word Count Method. The word count method will be specified in each individual task or project. Alibaba has the right to determine the appropriate method of word count for any task or project for fee settlement purposes.
• Service Fees, Payment, and Tax
  • Fee Quotation. Once You have completed Your account registration on the Alibaba Translate Website, You will be requested to provide fee quotations (tax inclusive) for the translation services that You will provide in relation to a specific translation task or project. If Alibaba engaged You as the service provider for the task or project, You may be asked to provide a revised fee quotation (tax inclusive) before the actual implementation of the tasks or project as per the specific project requirements. Unless otherwise agreed by Alibaba, however, Your revised fee quotation should not exceed 20% of the initial fee quotation that You provided.
  • Payment. Upon completion and acceptance of Your deliverable by Alibaba and after deduction of service fees payable to You for quality issues or late submissions (the actual deduction of which will be notified to You), You shall issue an invoice to Alibaba setting out the sum payable for the Services. Alibaba shall remit the service fee to Your designated bank account within 45 days upon receipt of Your invoice. Each Party shall be responsible for its own bank charges.
  • Currency. Unless otherwise agreed by the parties, Alibaba shall make payments in Chinese Renminbi. If the parties otherwise agree to make payment in United States Dollars or other currencies, Alibaba has the right to select the applicable daily currency exchange rate for remitting payment to You in United States Dollars or the relevant currency.
  • Tax. All service fees payable are tax inclusive. You shall be responsible for the corresponding taxes that arise from the Services that You provide under this Agreement. You shall cooperate with Alibaba to fulfil the relevant tax requirements under the relevant laws and regulations of mainland China (if required).
• Confidentiality
  • Confidential Information. “Confidential Information” means all information of Alibaba or any person or business entity directly or indirectly controlled by or controlling Alibaba, which information is or has been disclosed to You or known to You as a consequence of or through the performance of Services for Alibaba, whether or not related to his duties for Alibaba, including, without limitation, information relating to product plans, customers, designs, costs, products and services, pricing, finances, marketing plans, business opportunities, personnel, research and development.
  • Obligation of Confidence. You shall not disclose or permit any of its representatives to, directly or indirectly, disclose, or permit the disclosure of, Confidential Information with respect to Alibaba or any of its affiliates to any person; provided, however, that the restrictions of the preceding sentence shall not apply to the following disclosure by You: (i) disclosure of information that was known to Contractor prior to the date it was received from Alibaba; (ii) disclosure of information that becomes generally available to the public not due to the fault of You; and (iii) disclosure of information that is lawfully obtained by You from a person not under obligation of confidentiality, directly or indirectly, to Alibaba or any of its affiliates.
  • Restriction on Use. You shall not use any Confidential Information for any purpose other than for performing the Services. Confidential Information is the property of Alibaba or its respective affiliates, and You shall promptly return to Alibaba or destroy all copies of the Confidential Information that are in its possession upon the request of Alibaba, and it shall promptly destroy all copies of any analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting or based on or derived from any such Confidential Information.
• Intellectual Property Rights
  • IPR Ownership. Unless otherwise agreed by the parties, nothing in this Agreement grants or assigns to the other party any ownership rights, license rights, authorization rights or interests of any kind in the other party’s products, services or technology or in the other party’s Intellectual Property Rights or proprietary rights. “Intellectual Property Rights” means any rights in inventions, patents, trademarks, service marks, trade names, copyrights, data rights, database rights, design rights, domain names, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications for any of them, anywhere in the world.
  • Works Made-for-Hire. Effective upon payment of the service fees pursuant to Section 4.2, all deliverables submitted by You are considered works “made-for-hire” and You hereby assign to Alibaba and its affiliates all of Your ownership, right, title and interest in and to any and all copyrights in the deliverables submitted by You and accepted by Alibaba under this Agreement. To the extent that this Clause 2 does not provide Alibaba or any of its affiliates with full ownership, right, title and interest in and to the deliverables, You hereby grant Alibaba and its affiliates a perpetual, irrevocable, fully-paid, royalty-free, worldwide license to reproduce, create derivate works from, distribute, publicly display, publicly perform, and use such deliverables, with the right to sub-license each and every such right.
• Privacy
  • Contact. You agree that Alibaba may use Your contact information to contact You and provide You with information that may be of interest to You, such as: service introduction, promotion of products, services, promotional offers or commercial SMS messages, etc.. Your acceptance and execution of this Agreement constitutes express consent to receive such information. If You do not agree to receive the above information, You can unsubscribe by replying via SMS message or by other methods provided by Alibaba.
  • Legal Notice, Privacy Policy and Other Rules. By agreeing to this Agreement or by using the Alibaba Translate Website, You agree to and shall comply with the Legal Notices and Privacy Policy, the Account Management Rules, the Service Rules, and the updated versions thereof, in effect or to be issued on the Alibaba Translate Website.
• Force Majeure

  Alibaba is not liable for any delayed performance of non-performance due to force majeure (including but not limited to natural disasters, strikes or riots, riots, acts of war, government actions, hacking, blackouts, communications or other facility failures, or serious casualties, etc.) or other reasons not attributable to Alibaba.

• Assignments

  Neither party may assign this Agreement to any third party without the written consent of the other party, save that Alibaba may assign this Agreement to any of its affiliates without the written consent of Contractor. Any assignment of this Agreement in contravention of this Clause 8 is void.

• Termination
  • Alibaba may terminate this Agreement immediately and close Your membership account without liability to You or any third party if You breach any of Your the obligations under this Agreement.
  • Alibaba may terminate this Agreement for any reasons by providing a 30-day prior written notice to You. Alibaba will, in accordance with this Agreement, settle the fees for the Services that have been duly completed by You. Alibaba may suspend or refuse to pay any unsettled fees if the service is terminated due to reasons not attributable to Alibaba.
  • Subject to the requirements of the law, Alibaba may retain any information in or relating to Your membership account on Alibaba Translate Website after termination of this Agreement.
• Applicable laws
  • The laws of Hong Kong SAR governs any dispute between that parties that arise out of this Agreement.
  • The parties shall submit to the non-exclusive jurisdiction of the courts of Hong Kong SAR for any dispute between the parties that arise out of or in connection with this Agreement.