Taus Academic Rider Agreement

TAUS ACADEMIC RIDER AGREEMENT

This Agreement is made on [insert date] by and between:

1.TAUS B.V., a limited liability company organized and existing under the laws of the Netherlands, having its office at Keizersgracht 74, Amsterdam in the Netherlands, registered with the Dutch Chamber of Commerce under registration number [37147141], hereby duly represented by Mr. Jaap van der Meer (hereinafter: “TAUS”);

and

2.[insert name Academic Partner], [insert details], hereby duly represented by [insert details], (hereinafter: “Academic Member”).

This Agreement sets forth the additional terms and conditions applying to Academic Members and is part of the TAUS Terms of Use.

1. Definitions and rules of construction

1.1 For the purposes of this Agreement, all definitions as included in the TAUS Terms of Use will fully be incorporated in this Agreement. In addition to these definitions, the following words and phrases shall have the meanings and definitions set forth below:

(a) “Academic Member” means the contracting party mentioned under 2. above;

(b) “Member Directory” means a list of all Members, published on the TAUS website;

(c) “Agreement” means this agreement;

(d) “Parties” means TAUS and the Academic Member jointly;

(e) “Results” has the meaning in Clause 4.2 of this Agreement;

(f) “Resources” refers to the TAUS knowledge bases, best practices, reports, metrics and tools, such as can be found under the Academy, Quality Dashboard and Data Cloud sections on the TAUS website.

2.The subject matter of this Agreement

2.1All terms and conditions of the TAUS Terms of Use are fully incorporated in this Agreement and fully apply unless explicitly stipulated otherwise in this Agreement in writing. In case of any inconsistencies between the TAUS Terms of Use and the terms and conditions as laid down in this Agreement, the terms and conditions of this Agreement will prevail.

3. License

3.1 Subject to the terms and conditions of this Agreement and the TAUS Terms of Use, TAUS hereby grants to the Academic Member a limited, non-exclusive, non-transferable, non-royalty bearing, right, without the right to grant sub-licenses, to use the data from the database and TAUS Resources exclusively for research and scientific and educational purposes within the organization of the Academic Member.

3.2The license in Clause 3.1. of this Agreement is explicitly limited to the use as set forth in that Clause and excludes any other use of the Data, the Database and/or TAUS Resources.

3.3Academic Member shall not be entitled to and agrees that it shall not:

(a) use the Data for any commercial purposes, including but not limited to using the Data and Resources for consulting or professional services;

(b) disclose and/or make available the Data and TAUS Resources to any third party

4. Rights and obligations Academic Member

4.1Academic Member will be listed in the TAUS Member Directory.

4.2Academic Member may use the TAUS Data and Resources for research and educational purposes. If papers and theses (Results) are written by the students and post-doctoral researchers of the Academic Member, the Academic Member will share these Results electronically with TAUS.

4.3Academic Member will request and encourage students and post-doctoral researchers to identify, collect and upload Data to the TAUS Data repository and ensure that such Data are of good quality and that the files are properly prepared and clean.

4.4 Academic Member may use the TAUS quality evaluation tools (DQF) for the evaluation of MT performance and for the training of translation students, and provide feedback to help TAUS improve the tools.

5. Rights of TAUS

5.1 TAUS has the right to publish the Results and/or publications provided by Academic Members pursuant to Clause 4.2 in TAUS Resources.

6.No warranty / No liability / Indemnification

6.1TAUS makes no representation nor any warranty that the Data are correct or fit for any purpose.

6.2 Except for liability arising from willful misconduct or gross negligence, TAUS will not be liable for any damages, loss of business, profits, revenue, anticipated savings, indirect or punitive damages or for any special, incidental or consequential losses with respect to the Data and/or the Database and Language Data Platform.

6.3Academic Member shall indemnify, defend and hold TAUS harmless for any losses, claims, damages, awards, penalties or injuries incurred, including reasonable attorney’s fees, which arise from any claim by any third party in relation to this Agreement, including the use of the Data and/or use of the Database and Language Data Platform.

7. Termination

7.1TAUS can terminate Academic Member's access to the Database or Resources if Academic Member breaches any of the conditions of this Agreement, upon which Academic Member must immediately cease access to and use of the Database and Resources.

7.2 Academic Member may cease using the services of TAUS at any time and can upon request be removed from the Member Directory.

7.3Termination of the use of the services under this Agreement does not affect Parties' rights to use Data that Parties legitimately obtained prior to the termination. Parties' obligations and restrictions as set out in this Agreement as regards the use of said Data after termination will remain in effect.

8. Miscellaneous

8.1 TAUS may amend this Agreement. Any such amendments will be reported to the Academic Member beforehand. After such notification, the continued use of the Database by Academic Member will subsequently constitute acceptance of the Agreement (as amended).

8.2This Agreement and its terms and conditions cannot be assigned by a Party, without the other Party's prior written consent, such consent not to be unreasonably withheld.

ACADEMIC MEMBER TAUS B.V.

[insert name university]

hereby duly represented by: hereby duly represented by:

[insert name]Jaap van der Meer

Title: Title: Director

Place: Place: Amsterdam

Date: Date:

Signature:Signature: