DeepL Pro License Terms and Conditions

ARCHIVED 2021-04-24, DATE APPROXIMATE · VERSION 20210424_rev01 · COMPARED WITH 20200503_rev01

Full text changes — 20200503_rev01 to 20210424_rev01

COLOUR MARKS THE SEVERITY OF A FLAGGED CLAUSE · + AND − MARK ADDED AND REMOVED

 . 1.14
          "**End Users**" refers to the users of Customer's Application.
 . 1.15
+         "**Internal Users**" refers to the users of Customer's access to the Products for internal purposes of Customer, e.g. Customer's employees, employees of affiliated companies (pursuant to Sections 15 et seq. AktG), freelance collaborators or Customer's service providers.
+         "**Free API**" refers to the API provided by DeepL free of charge.
 . 1.16
+         "**IP Access**" refers to the access to the DeepL Pro Translator from a specific, fixed IP range which Customer may provide to DeepL and which can be used by Customer's Internal Users to access the DeepL Pro Translator.
+         "**Internal Users**" refers to the users of Customer's access to the Products for internal purposes of Customer, e.g. Customer's employees, employees of affiliated companies (pursuant to Sections 15 et seq. AktG), freelance collaborators or Customer's service providers.
 . 1.17
+         "**Number of Characters**" refers to the number of characters of the Content transmitted to the API based on the used character encoding. For the avoidance of doubt, multi-byte encoded characters shall count as single character.
+         "**IP Access**" refers to the access to the DeepL Pro Translator from a specific, fixed IP range which Customer may provide to DeepL and which can be used by Customer's Internal Users to access the DeepL Pro Translator.
 . 1.18
+         "**Order Button**" refers to the button in the online ordering process clearly marked to finalize the ordering process (e.g. with the inscription "Buy now", or similar).
+         "**Number of Characters**" refers to the number of characters of the Content transmitted to the API based on the used character encoding. For the avoidance of doubt, multi-byte encoded characters shall count as single character.
 . 1.19
+         "**Processed Content**" refers to any Content that has been processed using the API or the DeepL Pro Translator.
+         "**Order Button**" refers to the button in the online ordering process clearly marked to finalize the ordering process (e.g. with the inscription "Buy now", or similar).
 . 1.20
+         "**Products**" refers to the services offered from the following list: API; DeepL Pro Translator.
+         "**Processed Content**" refers to any Content that has been processed using the API or the DeepL Pro Translator.
 . 1.21
+         "Service Specification" refers to the specification of the API and the web translator as agreed upon conclusion of this Agreement.
+         "**Products**" refers to the services offered from the following list: API; DeepL Pro Translator.
 . 1.22
+         "**Single-User License**" refers to a license to use a Product by one person. The same person can use the respective access credentials on multiple devices that meet the requirements of the Service Specification. The use of a Single-User License is only allowed and possible on one device at a time. If Customer wishes to use the respective Product by more than one person, Customer has to acquire a team license, multiple Single-User License or an IP Access.
+         "Service Specification" refers to the specification of the API and the web translator as agreed upon conclusion of this Agreement.
 . 1.23
+         "**Single-User License**" refers to a license to use a Product by one person. The same person can use the respective access credentials on multiple devices that meet the requirements of the Service Specification. The use of a Single-User License is only allowed and possible on one device at a time. If Customer wishes to use the respective Product by more than one person, Customer has to acquire a team license, multiple Single-User License or an IP Access.
+. 1.24
          "**Third-Party Applications**" refers to any application, component, library, plugin or other software which are provided by a third party and allow Customer to use or access the Products, e.g. translation plugins for third-party applications for which Customer has to use their own API credentials.
 . ## 2Subject of the Agreement
 . 2.1
         Subject to these Terms and Conditions and the Service Specification, DeepL provides Customer with access to the subscribed Products in accordance with the Service Specification and the applicable Documentation for the term of this Agreement.
 . 2.2
+        Customer shall pay to DeepL the remuneration agreed upon as set forth in the online buying process or as stipulated in the order form.
+        Customers receiving services specified at contract conclusion as being subject to charges will pay DeepL the agreed remuneration as indicated during the online purchase process or in the order form.
 . ## 3Services of DeepL
     ## 3.1General
 . 3.1.1
         DeepL provides Customer with access to the Products within the term and scope of this Agreement, including the Service Specification.
 . 3.1.2
+        DeepL will only store Content or Processed Content on its servers to the extent technically required to provide its services. Content or Processed Content will neither be perpetually stored on DeepL's servers nor returned to Customer. For the avoidance of doubt, DeepL shall be entitled to create and retain access logs for billing, security and statistical purposes. Such access logs shall not contain any Content or Processed Content. However, access logs may contain meta data of API Requests such as time of the API Request and size of the transmitted Content.
+        DeepL will only store Content or Processed Content on its servers to the extent technically required to provide its services. Content or Processed Content will neither be perpetually stored on DeepL's servers nor returned to Customer. This does not apply for the Free API. For the avoidance of doubt, DeepL shall be entitled to create and retain access logs for billing, security and statistical purposes. Such access logs shall not contain any Content or Processed Content. However, access logs may contain meta data of API Requests such as time of the API Request and size of the transmitted Content.
 . 3.1.3
         DeepL will use the Customer Training Data exclusively in connection with the translations of the respective Customer and will store and process it for the term of the Agreement in such a way that no unauthorised persons have access to it. As the Customer Training Data is processed automatically, it can be deleted at Customer's request, but not returned to Customer (DeepL does not offer a data storage service).
 . 3.1.4
         The option to use an API-CAT-Key is only provided if Customer choses specific subscription tiers in the order process which include API-CAT-Key support. The API-CAT-Key is a Single-User License.
 . 3.2.6
         Some Third-Party Applications may require Customer to acquire Products from DeepL in order to use certain features of the Third-Party Applications (e.g. translation plugins). DeepL is not responsible for any Third-Party Application. Any use of such Third-Party Application is solely subject to the terms and conditions of its respective vendor and DeepL does not have any influence on such Third-Party Applications.
+    ## 3.3DeepL Pro Translator
+    ## 3.3Free API
+. 3.3.1
+        The Free API is provided by DeepL with a limited scope of functions. Further details, in particular with regard to specific restrictions, can be found in the Documentation.
+. 3.3.2
+        In derogation from Section 3.2.4, DeepL reserves the right to modify the functional scope of the Free API at any time or to completely discontinue the free provision of the API.
+. 3.3.3
+        In all other respects, the provisions of Section 3.2 apply accordingly.
+    ## 3.4DeepL Pro Translator
     In addition to Section 3.1, the following shall apply to the DeepL Pro Translator:
+. 3.3.1
+. 3.4.1
         The DeepL Pro Translator provides Customer an enhanced user interface to use the DeepL translation service as set out in the Service Specification, providing means to translate texts in a web browser or another frontend application.
+. 3.3.2
+. 3.4.2
         The license to use the DeepL Pro Translator is a Single-User Licence.
+. 3.3.3
+. 3.4.3
         In the event that Customer has acquired an IP Access license, DeepL shall ensure that all requests to www.deepl.com from the authorised area to be provided by Customer will automatically be directed to the DeepL Pro Translator. In this case, no administration or login of individual users is required and restrictions of Single-User Licenses do not apply.
 . ## 4Availability
 . 4.1
+        DeepL shall provide an annual average of 97% uptime availability for the Products. The availability calculation excludes any downtime for planned maintenance work as well as service interruptions which are beyond DeepL's control, including but not limited to short-term and undue increase in the number of translation Requests by Customer which requires an unplanned increase in system capacity.
+        DeepL shall provide an annual average of 97% uptime availability for those Products that are subject to charges. The availability calculation excludes any downtime for planned maintenance work as well as service interruptions which are beyond DeepL's control, including but not limited to short-term and undue increase in the number of translation Requests by Customer which requires an unplanned increase in system capacity.
 . 4.2
         Subject to the exceptions in Section 4.1, availability shall be calculated as the number of hours the services of the Products are functional, divided by the total number of hours within the respective calendar year.
 . 4.3
         Customer must immediately inform DeepL if there are reasons to expect a significant increase in the number of API Requests for reasons such as an extraordinary surge in End Users, unusual marketing, promotions or other campaigns.
 . 8.3.9
         If DeepL provides a new version of the API, Customer shall implement the new version of the API into its Application within a reasonable period of time from the announcement of the new API version, considering the extent of the changes, usual development time in the industry and the justified interests of Customer, including the individual capacities of Customer.
+. 8.3.10
+         If Customer uses the Free API, Customer shall not process any personal data with the API. In the event of a culpable violation by Customer, Customer will indemnify DeepL from all claims of third parties, including the necessary costs for legal defense as well as fines or other official or judicial orders and claims, which are asserted against DeepL as a result of the processing of personal data by Customer in violation of the agreement. Section 8.1.4 applies accordingly.
 . ## 9Remuneration
 . 9.1
+        Customer shall pay the base remuneration as well as the usage-based remuneration as agreed upon conclusion of the Agreement.
+        If remuneration has been agreed upon, Customer shall pay the base remuneration as well as usage-based remuneration as stipulated upon conclusion of the Agreement.
 . 9.2
         API Requests shall be billable in terms of Section 9.1 if (i) the API Request has been successfully transmitted using the API and (ii) there has been a valid API Response in accordance with the Documentation. Server errors shall be deemed as valid API Response only if they occur due to failures on Customer's side, including the use of incorrect, incompatible or insufficient Content or other use of the API which does not comply with the technical requirements set out in the Service Specification or Documentation provided by DeepL. Texts entered into the DeepL Pro Translator shall be billable in terms of Section 9.1 if translated and displayed in the DeepL Pro Translator.
 . 9.3
          For products with a maximum monthly usage cap, DeepL will only allow the contracted number of characters (as described in the Service Specification) to be translated within a billing period. Once the monthly usage limit is reached, Customer will no longer be able to use the Products, unless a Product with a higher number of characters has been purchased (if available).
 . 10.8
          Within the free trial period, Customer and DeepL are allowed to terminate the Agreement at any time with immediate effect.
+. 10.9
+         If Customer exclusively uses free services, both Parties are entitled to terminate the Agreement at any time. Specifically, DeepL may terminate the Agreement if Customer has not used the free services for a longer period of time.
 . ## 11Right to withdraw from the contract
+. If the Customer is consumer in terms of Section 13 German Civil Code ("_BGB_") the following right of withdrawal applies (also available at [https://www.deepl.com/pro-revocation.html](https://www.deepl.com/pro-revocation.html)):
+. If the Customer is consumer in terms of Section 13 German Civil Code ("_BGB_") the following right of withdrawal for fee-based services applies (also available at [https://www.deepl.com/pro-revocation.html](https://www.deepl.com/pro-revocation.html)):
          **Right of withdrawal**
          You have the right to withdraw from this contract within 14 days without giving any reason.
          The withdrawal period will expire after 14 days from the day of the conclusion of the contract.
          (1) Delete as appropriate.
 . ## 12Warranty
 . 12.1
+         If Customer is a consumer in terms of Section 13 German Civil Code ("_BGB_") or during free trial subscriptions, Customer is entitled to the statutory warranty rights.
+         If Customer is a consumer pursuant to Section 13 German Civil Code ("BGB") or Customer only uses the free services, Customer is entitled to the statutory warranty rights.
 . 12.2
+         If Customer is an entrepreneur in terms of Section 14 German Civil Code ("_BGB_") DeepL only assumes liability under paid subscriptions for faults in the Products to the extent set out in the following provisions.
+         If Customer is an entrepreneur pursuant to Section 14 German Civil Code ("_BGB_") DeepL only assumes liability under paid subscriptions for faults in the Products to the extent set out in the following provisions.
 . 12.2.1
          If the services for the Products provided by DeepL are defective, DeepL shall provide an improved or new service of its choice within a reasonable time as of receiving a written complaint from Customer. If third-party software which DeepL has licensed from third parties is being used, procurement of publicly available upgrades, updates or patches shall be deemed sufficient.
 . 12.2.2
          With respect to the provision of free additional services, DeepL shall be solely liable for defects if DeepL has maliciously concealed ("_arglistig verschwiegen_") the defects.
 . ## 13General Liability
 . 13.1
+         For free trial periods as described in Section 6, the statutory liability applies.
+         For free services of DeepL the statutory liability applies.
 . 13.2
          Notwithstanding Sections 12 and 13.1 DeepL is liable in accordance with the following provisions.
 . 13.3
          This Agreement shall be exclusively governed by the law of the Federal Republic of Germany excluding CISG and conflict of law provisions. In the event that Customer is consumer in terms of Section 13 German Civil Code, mandatory statutory consumer regulations according to the law of the country where the consumer has his habitual residence shall remain unaffected.
 . 16.5
          The exclusive legal venue for all disputes resulting from or in connection with this Agreement is Cologne, provided that the contracting parties are business people ("_Kaufleute_"), or that Customer has no general legal venue in Germany or in another EU Member State, or its permanent residence has moved to a foreign country after these Terms and Conditions have entered into effect, or the residence or habitual domicile is not known at the time that the complaint was filed.
+Last modified: 1 April 2020
+Last modified: 31 March 2021
 ## DeepL Pro Service Specification
 . ## 1DeepL API
     The DeepL API is accessible through a REST interface. Request parameters are used to pass information to the API, results are returned in a suitable representation (e.g. JSON). Request parameters must be encoded in accordance with the documentation provided under [https://www.deepl.com/docs-api.html](https://www.deepl.com/docs-api.html). Authentication is based on fixed keys, SSL handling transport security. The translate function provides the following functionality: