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TAUS Membership

Please complete the form below to	apply for TAUS Membership.
Membership Type (*)	TAUSTAUS DataBoth TAUS and TAUS Data Please choose a membership level
Membership Category (*)	Global (> 1,000 employees) Corporate Big (> 100 employees) Corporate Small (< 100 employees) Agency (< 20 employees) Professional (< 5 employees) Academic Government & NGO Please choose a membership category
	TAUS Data Provider & Pooling Conditions These conditions for providing and pooling data (“Conditions”) apply to the use of the Database, as defined below. Please read these Conditions carefully before using the Database. The Data Provider accepts and agrees that the use of the Database is governed by these Data Provider and Pooling Conditions and that it is bound by these Data Provider and Pooling Conditions. PART I - GENERAL PROVISIONS 1. Definitions and rules of construction 1.1 For the purposes of these Data Provider and Pooling Conditions, the following words and phrases shall have the meanings and definitions set forth below: (a) “Affiliate” means an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For the purposes of these Conditions, an entity shall be treated as being controlled by another if that other entity; (i) has fifty percent (50%) or more of the votes in such entity; or (ii) is able to direct its affairs and/or to control the composition of its board of directors or equivalent body. (b) “Database” means a collection of Data, systematically selected, maintained and updated by TAUS with its taxonomy of domain and private index categories. (c) “Data” means the Language Data as developed by Data Provider or licensed to Data Provider by a third party under terms that allows Data Provider to provide the Data in the context of these Conditions and supplied by Data Provider to TAUS for further use by itself, its Members and non-members. (d) Data Provider and Pooling Conditions means these Conditions (e) “Derivative Work” means a work based upon one or more preexisting works, such as Data, in which a work may be recast, transformed or adapted. A work consisting of editorial revisions, annotations, elaborations or other modifications, which as a whole represent an original work of authorship, is a derivative work. Non-material modifications to a preexisting work do not constitute a derivative work. (f) “IP-Free” means Data that are free of Intellectual Property Rights (g) “Intellectual Property Rights” means the copyrights and the sui generis database rights of the Data Provider with respect to the Data, including any licensed copyrights and sui generis database rights but excluding any copyrights, sui generis database and patent rights to the Database; (h) “Language Data Platform” means the repository and the applications that together comprise the platform to be used by Members and users; (i) “Language Data” means all data consisting of a source side of the translation, and the matching target side, which has the same meaning as the source side in a different language and associated metadata, indicating the language pair and other pertinent information about this source/target pair. (j) “Member” is a party that has paid an admission fee and is officially registered as a member of TAUS. (k) “Terms of Membership” means the document that describes procedures, obligations and rights of the Members.; (l) “Parties” means TAUS and Data Provider; (m) “Proprietary Information” means all information, which is not known to the public concerning the business of the Data Provider and including, but not limited in form to, samples, recipes, prototypes, technical reports, manufacturing instructions, drawings and formulae. 1.2 In these Conditions, reference to “Articles” and “Exhibits” are references to Articles of and Exhibits to these Conditions, and references to the “Parties” or a “Party” are references to the parties or a party to these Conditions. 2. The subject matter of these Conditions 2.1 These Conditions set forth the terms and conditions under which Data Provider shall supply and license Data to TAUS at no costs. Data Provider agrees to use reasonable efforts to supply the Data to TAUS on a regular basis.. Data Provider grants TAUS a non exclusive royalty free worldwide license to use the Data in connection with the Database and the Language Data platform. 2.2 The Parties recognize the importance of quality of the Database. Data Provider has familiarized itself with the Data and makes sure that the Data is of high quality. It is the responsibility of the Data Provider to undo its Data from Proprietary Information. TAUS must not knowingly use Data that contains Proprietary Information and TAUS must use reasonable efforts to refer such Data to Data Provider. 2.3 Upon discovery, by either party, that the Data contains Proprietary Information or other information which Data Provider is obligated to keep confidential, the discovering party shall immediately inform the other party of such discovery. TAUS shall cooperate fully with Data Provider in retrieving and removing such information from the Data, and shall use best efforts to maintain the confidentiality of such information. 3. Grant of License and user rights 3.1 Data Provider hereby grants to TAUS a worldwide non-exclusive royalty-free license to use, copy, modify and merge the Data in connection with the Database and the Language Data platform. 3.2 In consideration of the license grant pursuant to Article 3.1, and subject to Articles 3.3 and 3.4, the Data Provider obtains access to the Language Data and the Database provided that the Data Provider is a Member of TAUS. 3.3 Access to the Database and the Language Data includes the following limitative rights: i) the right to use the target side of the translation units into a commercial product, provided that Data Provider may not resell the Data as if it is its own new translation; ii) the right to make Derivative Works; iii) the right to use or resell such Derivative Works commercially; 3.4 The right to grant access pursuant to Article 3.3 includes the right to grant such access to an Affiliate of Data Provider or a subcontractor, provided that such Affiliate or such subcontractor i) will also be bound by all terms and conditions provided for in these Conditions and Data Provider being responsible for compliance with the terms and conditions hereof by its Affiliate or subcontractor and ii) subcontractor is a Member of TAUS Data. 3.5 Any other use or more extensive use of the Data beyond the limited scope of Articles 3.3 and 3.4, including but not limited to the redistribution, repackaging or relicensing of the translation units (the original language data and the translation of the original) in any form or subset, is not allowed. 3.6 Charges for access to the Database and the Language Data will be set out in the Terms of Membership. 4. Data and Database rights 4.1 TAUS shall own the rights to the Database and any updates of the Database. The Data Provider indicates upon submitting the Data whether the Data Provider owns the Intellectual Property Rights to the Data, acts on behalf of the owner of the Intellectual Property Rights (article 8.1) or submits Data that are free of Intellectual Property Rights and are as such Fair-to-Share. The Data Provider does not grant TAUS, without the prior written consent from the trademark owner, the right to use any such trademarks. Furthermore, TAUS exclusively owns all rights in any ideas, concepts, know-how, documentation, techniques with respect to the Database as well as the technology (other than the Data) available on the servers of TAUS, unless said technology is licensed by TAUS from third parties. 5. Infringements 5.1 Data Provider shall have the first right, but not the obligation, to bring any action to prevent or terminate any infringement, misappropriation or other unauthorized use of the Intellectual Property Rights licensed to TAUS under these Conditions. Within fifteen (15 days) of any notice from TAUS of any such infringement, misappropriation, or other unauthorized use, Data Provider shall notify TAUS whether Data Provider will bring any such action. If any such action is brought by Data Provider, Data Provider shall have full control over the prosecution and settlement or compromise of such action and shall assume all the expenses and be entitled to all proceeds in respect of such action provided that TAUS shall have the opportunity to review and comment in advance on any material substantive filings or proceedings in such action. TAUS, at Data Provider’s expense, shall fully cooperate with and assist Data Provider in such action and shall be the nominal plaintiff or join as a co-plaintiff if and to the extent required by applicable law or requested by Data Provider. 5.2 If Data Provider in its discretion elects not to pursue any action against a Suspected Infringer, Data Provider will notify TAUS whereupon TAUS may notify Data Provider of its desire to pursue such action in its own name. If the possible infringement can reasonably be expected to have material adverse effect on TAUS if no action is taken with respect to the possible infringement, Data Provider shall permit TAUS, at its sole expense, to proceed in its own name with the prosecution of any action with respect to stopping the possible infringement, provided that Data Provider shall have the right to participate in such action, at its own expense, shall have the opportunity to review and comment in advance on any material substantive filings or proceedings in such action, and shall approve of any settlement of any such action, which approval will not be unreasonably withheld or delayed. 5.3 Notwithstanding the above, Data Provider shall have the final decision with regard to bringing or proceeding with such action. If Data Provider, in its sole discretion, determines that such action would not be in the best interest of Data Provider, Data Provider shall notify TAUS of such determination, whereupon TAUS shall not bring such action against Suspected Infringer, or if such action has commenced, to terminate such action. 6. Termination 6.1 TAUS can terminate Data Provider’s access to the Database if Data Provider breaches any of these Conditions and Data Provider must immediately cease access to and use of the Database. 7. Miscellaneous 7.1 Data Provider may stop using the services of TAUS at any time. Termination of the use of the services under these Conditions does not affect Parties’ rights to use Data that Parties legitimately obtained prior to the termination. Parties’ obligations and restrictions as set out in these Conditions as regards the use of said Data after termination will remain in effect. 7.2 TAUS may (i) suspend access to and/or the use of the Database, or (ii) terminate the granted rights to Data Provider, with immediate effect upon written notice if Data Provider breaches the terms of these Conditions and/or otherwise acts unlawful against TAUS (including but not limited to infringing TAUS’ rights in the Database). If the rights granted to Data Provider under these Conditions terminate, Data Provider shall immediately cease using the Database and destroy any and all entry codes and/or passwords. Upon termination (for whatever reason) TAUS shall have no duty or obligation to convert the Data. 7.3 Dutch law shall govern these terms and conditions. All matters arising out of or relating to these terms and conditions shall be irrevocably submitted to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands. 7.4 Parties agree to exclude the applicability of articles 6: 227b and 6:227c of the Dutch Civil Code, inter alia, the duty to provide specific information on e-contracting. 7.5 TAUS may amend these Conditions. Any such amendments will be reported to the Data Provider on beforehand. Any continued use of the Database by Data Provider will subsequently constitute acceptance of the Conditions (as amended). 7.6 In the event that one or more provisions of these Conditions should be determined by an arbitral tribunal or court having competent jurisdiction to be null and void or non-binding, the other provisions of these Conditions will continue to be effective. In such case, the parties are obliged to replace the non-binding provisions with other provisions that are binding, in such a way that the intended economic result of the new provisions differs as little as possible from the intended economic result of the original provisions, taking into account the object and the purpose of these Conditions. If a part or parts of the Conditions rendered void, invalid or unenforceable substantially impair the value of the whole Conditions to any Party, such party may cancel and terminate the Conditions by giving written notice to the other party. 8. Representations and Warranties of Data Provider 8.1 Data Provider hereby represents and warrants that to the best of its knowledge i) in the fulfillment of its obligations under these Conditions, Data Provider will not upload any data which is violating, infringing or misappropriating any intellectual property rights, proprietary information or any (trade) secrets of any third party and ii) has the right to grant to TAUS the licenses contemplated in these Conditions. If Data Provider is not the owner of the Intellectual Property Rights, the Data Provider will provide the name and contact details of the owner of the Intellectual Property Rights, or the Data Provider will explicitly state that the Data are free from Intellectual Property Rights. 8.2 Data Provider hereby further warrants that to the best of its knowledge Data submissions do not contain any viruses, worms, spyware, or other components or instructions that are malicious, deceptive or designed to harm or limit the functionality of a computer. Data Provider warrants that procedures have been put in place that reduce the risk of contamination of the Data with aforesaid shortcoming. 8.3 Data Provider makes no representation or warranty of any nature as to the correctness of the Data. 8.4 Data Provider hereby agrees to indemnify TAUS for, to hold TAUS harmless against and to reimburse TAUS for, any and all damages and/or expenses (including attorney’s fees) resulting from any breach of one or more of the representations and warranties set forth in Article 7.1 hereof, provided that TAUS: (a) provides written notice of the claim and any such threatened claim promptly to Data Provider; (b) gives Data Provider sole control of the defense and settlement of the claim; (c) provides to Data Provider, at Data Provider's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Data Provider's prior written consent. Data Provider’s aggregate liability under these Conditions shall not exceed five thousand Euro’s (5000 €). 9. Non-Assignment 9.1 These Conditions cannot be assigned by a Party, without the other Party’s prior written consent, such consent not to be unreasonably withheld. Invalid Input
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	Summary Membership Level: . Membership Category: . Prefix : . First Name: . Last Name: . Job Function: . Industry: .. Institution or Company: . Address: . City: . Postal Code: . State or Province: . Country: . Website: . VAT Number: . Work Phone: . Work Fax: . Home Phone: . Mobile Phone: . Email: .