The Language Library

Add Affiliates’ purposes as part of “internal business purposes”

Modify the first sentence of Section 1.1 to say: “During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its or its Affiliates’ internal business purposes.”

Allow use of Usage Data and Customer Content to train AI and machine learning models

Add as Section 1.8: "Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Provider's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight."

Prohibit AI training

Delete Section 1.6 and replace it with: "No AI Training. Provider may not use Customer Content or Usage Data to train any artificial intelligence, machine learning, large language models, or other similar networks, algorithms, or systems."

Remove AI training

Delete Section 1.6.

Prohibit all assignments

Replace Section 12.6 with: "Neither party may assign this Agreement without the prior written consent of the other party. Any attempted but non-permitted assignment is void."

Permit assignment to any Affiliate

Replace the second sentence of Section 12.6 with: “However, either party may assign this Agreement upon notice to an Affiliate, or if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates.”

Incorporate BAA to allow sharing PHI

The parties have entered into a Business Associate Agreement dated { enter date of BAA } ("BAA"). Despite Section 3.2, Customer may submit Protected Health Information or PHI. The terms of the BAA will control each party’s rights and obligations as to PHI, and the terms of the BAA will control in the event of any conflict with this Agreement.

Feedback assignment

Replace the second sentence of Section 1.4 with: "Customer assigns all right, title, and interest in the Feedback to Provider. Customer will assert no rights over Feedback."

Modify liability during free trial

Changes during the free trial period:

During the free trial period: (1) Sections 1.2, 7.3, 7.4, and 10 do not apply; (2) there are no Increased Claims or Unlimited Claims; and (3) the General Cap Amount is { $1,000 } for all claims arising during the free trial period.

Delay Subscription Period for free trial

Free trial, invoicing, and Subscription Period:

Despite Section 5.1, Provider will not send invoices until the free trial period is over. In addition, despite Section 6.1, the Subscription Period will not start until the first day after the free trial period.

Add mandatory arbitration (JAMS)

Replace the second sentence of Section 12.3 with: "The parties will arbitrate any dispute about this Agreement in the state or county that encompasses the Chosen Courts, in English, and agree to finally settle all such disputes according to the Rules of the Judicial Arbitration and Mediation Service ("JAMS"). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts."

Add mandatory arbitration (New Era)

Delete the second sentence of Section 12.3 and replace it with the following:

The parties will resolve any dispute about this Agreement, and agree to finally settle all such disputes, by binding arbitration through the platform provided by New Era ADR (the "New Era Platform") according to its rules and procedures for "Virtual Expedited Arbitrations" by a professional Neutral(s) with substantial experience in resolving commercial disputes (the "Neutral"). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform. The arbitral decision may be enforced in any court of competent jurisdiction. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator in accordance with the paragraph below), the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

Any question or matter of arbitrability of a dispute shall be determined by the Neutral(s) assigned to, or chosen for, such dispute from the New Era ADR, Inc. panel of Neutrals. For clarity, this means any determination of (1) the enforceability of all or any provision of this Agreement or the Framework Terms including, but not limited to, any claim that all or any such provision is void or voidable, and (2) whether a dispute regarding the provisions of this Agreement or the Framework Terms shall be governed by arbitration, in each case, shall be determined solely by the Neutral(s) provided by New Era ADR Inc. and not in a court of law or other judicial forum. The parties agree and acknowledge that they are waiving their right to seek a determination of arbitrability in a court of law or other judicial forum.

A party shall initiate an arbitration through New Era ADR at https://app.neweraadr.com. The contact information for Provider shall be as set forth in the Notice Address and for Customer shall be as set forth in the Notice Address. For more information on initiating disputes, please go to New Era ADR’s Virtual Arbitration Help Center. For support when initiating a dispute, please contact support@neweraadr.com.

Remove logo rights

Replace Section 12.8 with: "No Publicity. Neither party may publicly announce the existence of this Agreement without the prior written approval of the other party."

Include Open Source Software Disclaimer

If the Cloud Service contains Open Source Software, Provider will use reasonable efforts to deliver to Customer any notices, source code, or other materials required by the license of the Open Source Software. To the extent required by the license applicable to a particular Open Source Software, the terms of such license will apply to that Open Source Software instead of this Agreement. To the extent prohibited by the license applicable to a particular Open Source Software, certain restrictions in this Agreement do not apply to that Open Source Software. To the extent required by the license applicable to a particular Open Source Software, Provider makes an offer to provide the source code or related information of that Open Source Software. "Open Source Software" means any software that is distributed as “free software” or “open source software” or under a “copyleft” agreement or is otherwise subject to the terms of any license that requires, as a condition on the use, copying, modification, or distribution of such software that the software (a) be disclosed or distributed in source code form, (b) be licensed for the purpose of making derivative works, or (c) be redistributed at no or minimal charge.

Include late payment penalty

Add at the end of Section 4.5: “If Customer does not pay undisputed fees within the timeframe set forth in the Payment Process, Customer will pay interest on the overdue amounts at the rate of 1.5% per month or the maximum rate permitted by Applicable Laws, whichever is less. In addition, Customer will reimburse Provider for all costs of collection (including attorneys’ fees).”

Lock in pricing for first renewal

Add at the end of Section 4.1: "Provider will honor the Cloud Service fees in the Order Form for the first renewal of the Subscription Period."

Right to terminate for convenience after set time period

Add as Section 5.3(c): "after the first { 12 months } of the Agreement for any reason or no reason by giving the other party { 45 } days prior notice."

Prohibit all assignments

Replace Section 7.7 with: "Neither party may assign this Agreement without the prior written consent of the other party. Any attempted but non-permitted assignment is void."

Make Fees non-refundable

Add at the end of Section 2.1: "Fees are non-refundable."

Add mandatory arbitration

Replace the second sentence of Section 7.3 with: “The parties will arbitrate any dispute about this Agreement in the state or county that encompasses the Chosen Courts, in English, and agree to finally settle all such disputes according to the Rules of the Judicial Arbitration and Mediation Service (“JAMS”). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.”

Add intellectual property indemnity

Add as Section 6.3:

"(a) Provider will indemnify, defend, and hold harmless Partner from and against any action, proceeding, or claim made by someone other than Partner or Partner's affiliates that the Product, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses that arise from the action, proceeding, or claim.

(b) Provider is only required to protect Partner if Partner: (i) promptly notifies the Provider of the action, proceeding, or claim; (ii) provides reasonable assistance to Provider at Provider's expense; and (iii) gives Provider sole control over the defense and settlement of the action, proceeding, or claim. However, Partner may participate with its own attorneys only at its own expense and Provider may not agree to any settlement that contains an admission of fault or otherwise materially and adversely impacts Partner without Partner's consent."

Add limitation of liability

Update Section 4 to be called "Disclaimer of Warranties and Limitation of Liability" and add as Section 4.2: "Each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than [ $ dollar amount ]."

Add Data Processing Agreement

Provider and Partner agreed to a { Data Processing Agreement } on { date of DPA }, which controls each party's rights and obligations about personal data. The terms of the { Data Processing Agreement } will control in the event of any conflict with this Agreement.

Allow account mapping by third party vendor

The parties wish to engage in account mapping activities to explore potential business opportunities. Account mapping may involve disclosing certain Confidential Information to third party vendor(s) that will run analytics on the parties’ collective Confidential Information for the purpose of returning analytics of that data back to the parties. These analytics may include identifying mutual customers and prospective customers of the parties (the “Mapped Accounts”). For the avoidance of doubt, each party’s use of any third party software will be subject to any applicable terms between that party and the vendor. The fact that any company is a customer of the other party by evidence of its inclusion in the Mapped Accounts is the other party’s Confidential Information under this MNDA.

Share Confidential Information with affiliates

Modify Section 2 to add that representatives of a Receiving Party may include its affiliates that are controlled by or under common control with the Receiving Party.

Permit assignment to any affiliate

Modify the second sentence of Section 11 to say: "Neither party may assign this MNDA without the prior written consent of the other party, except that either party may assign this MNDA to an affiliate controlled by or under common control with the assigning party, or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities."

Prohibit all assignments

Replace the second sentence of Section 11 with: “Neither party may assign this MNDA without the prior written consent of the other party.”

Specify particular item(s) as “Confidential Information”

Add after the first sentence in Section 1: “Without limiting the general definition of Confidential Information, { COMPANY } Confidential Information includes { list specific items }.”

Protect information shared before the Effective Date

Add after the first sentence of Section 1: Confidential Information includes any such information disclosed or made available before or after the Effective Date.

Require Confidential Information to be marked

Remove "[. . .] or (2) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure [. . .]" from the first sentence of Section 1.

Allow a potential investor to use residual information

Add at the end of Section 3: { COMPANY } (“Company”) acknowledges that { INVESTOR }'s (“Investor”) review of Company Confidential Information may enhance Investor’s knowledge and understanding of Company's industry in a way that cannot be separated from Investor’s general knowledge. Company agrees that this NDA will not restrict Investor’s use of Residuals for the purchase, sale, consideration of, or decisions on investing in or serving on the board of other companies in the same industry, so long as Investor complies with its other obligations under this NDA. “Residuals” means information in non‑tangible form that is unintentionally remembered by an individual in their unaided memory and without reference to the Confidential Information.

Mutual right to use residual information

Add at the end of Section 3: In addition, each Disclosing Party agrees that this NDA will not restrict the Receiving Party’s use of Residuals, so long as the Receiving Party complies with its other obligations under this NDA. “Residuals” means information in non‑tangible form that is unintentionally remembered by an individual in their unaided memory and without reference to the Confidential Information.

Prohibit reverse engineering

Add at the end of Section 2: “In addition, the Receiving Party shall not reverse engineer, disassemble, or decompile any software or other tangible objects that embody the Disclosing Party’s Confidential Information and that are provided to the Receiving Party under this MNDA.”

Continue existing account mapping

Company and Partner entered into a Mutual Non-Disclosure Agreement dated { DATE }. Despite Section 12.1 of the Standard Terms of this Agreement, the NDA will continue to apply to information shared under that NDA for account mapping purposes.

Permit assignment for corporate transaction

Add after the first sentence of Section 12.6: "However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates."

Add mandatory arbitration

Replace the second sentence of Section 12.3 with: “The parties will arbitrate any dispute about this Agreement in the state or county that encompasses the Chosen Courts, in English, and agree to finally settle all such disputes according to the Rules of the Judicial Arbitration and Mediation Service (“JAMS”). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.”

Unilateral logo right

Add as Section 3.5: "Logo Rights. { Company / Partner } may identify { Partner / Company } as a "partner" and for other reference purposes on its website and other sales and marketing materials."

Mutual logo rights

Add as Section 3.5: “Logo Rights. Each party may identify the other party as a “partner” and for other reference purposes on its website and other sales and marketing materials.”

Add termination for convenience

Add as Section 6.2(d): "In addition, either party may terminate this Agreement on { 30 } days notice for any or no reason."

Permit assignment for corporate transaction by either party

Add after the first sentence of Section 12.6: "However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates."

Feedback assignment

Replace the second sentence of Section 2.5 with: "Customer assigns all right, title, and interest in the Feedback to Provider. Customer will assert no rights over Feedback."

Add mandatory arbitration

Replace the second sentence of Section 12.3 with: “The parties will arbitrate any dispute about this Agreement in the state or county that encompasses the Chosen Courts, in English, and agree to finally settle all such disputes according to the Rules of the Judicial Arbitration and Mediation Service (“JAMS”). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.”

Identify Customer in customer lists

Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.

Include late payment penalty

Add at the end of Section 4.2: “If Customer does not pay undisputed fees within the Payment Period, Customer will pay interest on the overdue amounts at the rate of 1.5% per month or the maximum rate permitted by Applicable Laws, whichever is less. In addition, Customer will reimburse Provider for all costs of collection (including attorneys’ fees).”

Allow Change Orders by email

Modify the last sentence of Section 1.3 to say: "A Change Order will not be binding until Provider and Customer agree in writing { or by email } on the Change Order."

Remove AI training

Delete Section 1.4.

Prohibit AI trianing

Delete Section 1.4 and replace it with: "No AI Training. Provider may not use Usage Data to train any artificial intelligence, machine learning, large language models, or other similar networks, algorithms, or systems."

Permit assignment to any Affiliate

Replace the second sentence of Section 10.6 with: “However, either party may assign this Agreement upon notice to an Affiliate, or if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates.”

Prohibit all assignments

Replace Section 12.6 with: "Neither party may assign this Agreement without the prior written consent of the other party. Any attempted but non-permitted assignment is void."

Feedback assignment

Replace the second sentence of Section 1.3 with: "Customer assigns all right, title, and interest in the Feedback to Provider. Customer will assert no rights over Feedback."

Add mandatory arbitration

Replace the second sentence of Section 10.3 with: “The parties will arbitrate any dispute about this Agreement in the state or county that encompasses the Chosen Courts, in English, and agree to finally settle all such disputes according to the Rules of the Judicial Arbitration and Mediation Service (“JAMS”). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.”

Remove logo rights

Replace Section 10.8 with: "No Publicity. Neither party may publicly announce the existence of this Agreement without the prior written approval of the other party."

Lock in pricing for first renewal

Provider will honor the Fees in this Order Form for the first renewal of the Subscription Period.

Right to terminate for convenience after set time period

Add as Section 4.3(c): “after the first { 12 months } of the Agreement for any reason or no reason by giving the other party { 45 } days prior notice.”