Morningside HUB ─ Terms and Conditions
V202410
Morningside Translations LLC, 299 South Main Street, Suite 1300, Salt Lake City, UT, 84111, USA, a Questel company, (“Morningside”) provides translation, interpretation, localization, multimedia and language technology services. With expertise in regulated sectors such as legal services, life sciences, corporate compliance, and intellectual property, Morningside delivers high-quality translations supported by a network linguists, subject matter experts, and advanced technologies.
Customer wishes to use Morningside HUB, an online interface to request and monitor language services, and access additional services. Access and use of the HUB Platform is subject to acceptance of the Terms and Conditions (“Terms and Conditions”).
1. Definitions
1.1 Access: means the permission or ability granted to Customer to access and use the Platform.
1.2. Access Credentials: means the login credentials issued by Morningside to Customer for gaining an Access to the Platform.
1.3. Additional Fee(s): means any charges that may arise in connection with the use of Services in addition to the Subscription Fee.
1.4. Affiliates: means any corporation, association or other entity that directly or indirectly controls, is controlled by or is under a party’s “control” at the date the contractual relationship comes into effect. As used in this definition, the term “control” shall mean having the power to direct or affect the direction of the management and policies of an entity, whether through direct or indirect beneficial ownership of 50% or more, of the voting or income interest in such corporation or other business entity.
1.5. Agreement: means these Terms and Conditions, Service Specification and Subscription Plan as selected by Customer and any other documents agreed between Parties, attached and/or referred thereto.
1.6. Automated Translation Tool: means self-service automated translation Services available through the Platform.
1.7. Billing Cycle: means a recurring and predefined period of time during which Customer is invoiced or charged for the continued use of Services under the selected Subscription Plan. The Billing Cycle determines the regularity of payment obligations, which may occur on a monthly, quarterly, annual, or other periodic basis, as specified in the Subscription Plan chosen by Customer.
1.8. Customer: means any individual or entity that engages with the Platform by subscribing to one of the available Subscription Plans. Customer may opt for a free plan or choose a paid Subscription Plan to Access enhanced features.
1.9. Content: means any data, including but not limited to text, documents, or other materials, uploaded, transmitted, posted, or otherwise provided by Customer for the purpose of receiving Services, as well as any translated materials or deliverables produced by Morningside and made accessible on the Platform as part its functionalities and Services.
1.10. Confidential Information: means any and all trade secrets, proprietary or confidential information previously, currently or subsequently disclosed by one party to the other under the business contractual relationship.
1.11. Credit(s): means a metered unit of usage of the Services, as allocated to Customer under its Subscription Plan. Each Credit corresponds to the completion of a defined action within a feature, module, or functionality of the Services. Additionally to Credits allocated to Customer under a Subscription Plan for a given Billing Cycle (“Packaged Credits”), Customer may acquire additional Credits subject to an additional fee (“Purchased Credits”).
1.12. Data Retention Policy:means formalized set of guidelines that outlines how an organization collects, stores, manages, and disposes of data over time.
1.13. Intellectual Property: means all intellectual property rights and the application of any intellectual property rights, such as patent, trademark, design, utility models, copyright and all materialized intellectual property interests, such as Soleau envelope or embodied know-how.
1.14. Platform: means any IT programs, software and/or online interface owned by Morningside and/or third party’s software/software packages for which Morningside owns the Intellectual Property rights either originally or under rights Morningside holds in agreement.
1.15. Service(s):means various functionalities, tools, and resources provided by the Platform to Customer based on their Subscription Plan. Services may include, but are not limited to, access to certain content, tools and features. The scope of services varies depending on the chosen Subscription Plan.
1.16. Service Specification: means details that outline the specific features, functionalities, terms, rules, instructions and conditions associated with the Services provided to Customer in Platform or by other means.
1.17. Subscription:means a recurring plan or arrangement that grants Customer Access to a set of features or Services provided through the Platform, as outlined in Service Specification.
1.18. Subscription Plan: : means a specific type of Subscription with defined terms, features, and pricing. Each Subscription Plan dictates the level of Access to the Platform’s Services, including the number of Credits allocated and the available features and is available during a Billing Cycle.
1.19. Third-Party Applications: means software or services provided by third parties, which may be used in conjunction with the Platform.
1.20. Customer Admin User(s): means the individual or employee named or authorized by Customer, in order to create and manage the Access of Standard Users and to enable or manage functionality within their capacity, as specified in the Service Specifications.
1.21. Standard User(s): means the individual or employee named or authorized by Customer, who has an Access and right to use the Platform within the defined scope and in accordance with these Terms and Conditions.
2. General
2.1 These Terms and Conditions, along with any documents incorporated by reference, constitute the entire agreement between Customer and Morningside with respect to the subject matter thereof.
2.2In accordance with these Terms and Conditions, Morningside grants Customer Access to the Services based on the Subscription Plan selected by Customer, as outlined in the Service Specification.
2.3These Terms and Conditions are deemed accepted once Customer has been issued Access Credentials.
2.4The Service provided through the Platform shall be conducted in accordance with any prior agreements, arrangements, or understandings between Morningside and Customer, where applicable, or are subject to Morningside’s Standard Terms and Conditions. Morningside commits to delivering all Services, whether provided directly through the Platform or otherwise, in a manner that reflects the expectations and requirements previously agreed, and in accordance with best industry practices and professional standards.
3. Access to the Platform
3.1 Morningside grants Customer Access to the Platform for the duration and within the scope of the Subscription Plan selected by Customer, as outlined in the Service Specification.
3.2 Customer shall provide its own terminal or any other equipment or software necessary to Access the Platform and shall be responsible for ensuring that its equipment is compatible with Access requirements for the internet, with its Internet access provider, and with the Platform. Customer is responsible for any disruption that may occur through the fault of its internet service provider, including any unavailability or slowdown in the response time of the Platform.
3.3 Customer expressly acknowledges that Customer Admin User and Standard User logins and passwords, each of which allows an access for a Customer Admin User or Standard User are only valid and usable by the Customer and individually by the contact that receives the Access Credentials. Upon written request by Customer, Morningside may manage the assignment and management of Customer Admin User and Standard Users accounts of Customer. Customer undertakes to respect the identification and authentication process implemented with Morningside, if any.
3.4The person designated by Customer as Customer Admin User of the Platform may access the administration interface of the Platform. This access allows for comprehensive management of login and security settings, team configurations, and other advanced options as delegated by Morningside.
3.5 In the event where Customer does not perform an obligation under the contractual relationship, Morningside reserves the right to suspend Access to the Platform, temporarily or permanently, depending on the severity of the breach(es) found.
4. Modifications of the Platform
4.1 Morningside reserves a right to modify or adjust the Platform and its functionality beyond what is required for maintaining contractual compliance, provided there is a valid reason for such changes. A valid reason exists if the modifications are necessary to (i) comply with updates in relevant laws or court decisions, (ii) accommodate changes in technical requirements, such as a new technological environment or other operational factors, or (iii) adapt to evolving market conditions. Additionally, changes may be made if they offer advantages to Customer. Modification described in this section are performed without any additional fee.
4.2 The modifications will be notified by email or by any other appropriate means. If Customer continues using the Platform after the publication or communication of a modification, it will be considered as a definitive acceptance by Customer of said modification.
4.3 If a modification impacts Customer’s ability to Access or use the Platform in more than in a way described under section 4.1, Customer has the right to terminate the Agreement according to section 10.7.
4.4 If Morningside cancels the Platform or any of its’ available functionality, Customer will be informed with reasonable prior notice or, in the case of the Platform or any of its’ functionality dependent on third parties, upon notice given by such third party. Customer waives any claim or action against Morningside for any direct, indirect, incidental or other damages arising from the possible termination of the availability of the Platform or any of its’ functionality.
5. Intellectual Property
5.1 Morningside holds the Intellectual Property rights necessary for the implementation of the rights granted to Customer for the use of the Platform and on the various components of the Platform (software, graphical interface, database, …), either originally or under rights Morningside holds in agreement with its parent company or third-parties.
Customer undertakes to use the Platform only within the normal framework of its professional activity, and within the scope of the right of Access and of the right of use granted under the Subscription Plan.
5.2Morningside grants to Customer, in exchange for payment of the fees, where applicable, the non-transferable and non-exclusive right to Access and use the Platform and any of its’ functionality available under its Subscription Plan.
5.3 All rights to the Content shall remain with Customer. However, Customer grants Morningside a non-exclusive, worldwide license to use the Content for the purpose of providing the Services. Specifically, Customer grants Morningside the rights to store, modify, process, translate, and transmit the Content, and to sublicense these rights to subcontractors as necessary for the provision of the Services under the Agreement.
5.4 Customer represents and warrants that (i) Customer owns or has obtained all necessary rights, title and interest, in and to the Content , including and without limitation all applicable copyrights, trademarks or service marks, or licenses thereunder, with respect to written materials or designs; the rights and titles for film and audio productions; and any necessary patent rights or license thereunder with respect to technical materials, and that (ii) neither the translation, interpreting nor other Service to be performed by Morningside with respect to such Content, or any copying in connection therewith, will infringe or otherwise violate the rights of any third parties.
Customer shall indemnify and hold Morningside harmless from and against (x) any claims of any person or entity arising in connection with any challenge to Customer’s rights to, or use of, the Content, any allegation or infringement or violation of a third party’s rights, or any other circumstances calling into question the accuracy or truth of Customer’s representations and warranties above, whether or not such challenge or allegations are ultimately successful in legal proceedings, and (y) any and all costs, expenses, attorney’s fees and disbursements, losses and damages of any kind incurred by Morningside as a consequence of or in connection with such claim, whether or not Morningside was named as a party to any action or proceeding in connection therewith.
5.5Morningside does not claim any copyright over translations created by Customer using the Platform. In the event that any translations created by Customer using the Platform are deemed to be protected under copyright laws for the benefit of Morningside, Morningside automatically assigns to Customer, upon creation of such translations, all exclusive, transferable, sublicensable, worldwide, and perpetual rights to use the translations without restriction, including, but not limited to, the right to modify the translations and create derivative works for any current or future use.
6.AI-Powered Features
6.1Certain Services include features powered by artificial intelligence (“AI-Powered Services”), which will be identified or marked accordingly within the Platform. Customer acknowledges that outputs generated by AI-Powered Services may be variable, non-deterministic, and may contain inaccuracies, omissions, biases, or otherwise be considered inappropriate. Customer remains solely responsible for reviewing and validating any such outputs, and Morningside shall have no liability arising from their use, subject always to the limitations of liability set out in this Terms and Conditions.
6.2 Morningside may, at its discretion, make available Services identified as “alpha,” “beta,” “demo,” or similar pre-release designations (“Beta Services”) for testing and feedback purposes. Customer is under no obligation to use any Beta Services, which are provided solely as optional additions and not as part of the Services included in Customer’s Subscription Plan. Beta Services are provided “As Is” and “As Available,” without any warranty, indemnity, service level commitment, or assurance of future availability.
7. Confidentiality
7.1The receiving party shall solely utilize the Confidential Information of the disclosing party for the purpose of exercising its entitlements and fulfilling its duties under these Terms and Conditions, while employing reasonable diligence to prevent the unauthorized sharing of such Confidential Information. The receiving party may share Confidential Information only with its Affiliates, personnel, subcontractors, representatives, or professional consultants (“Delegates”) who require access to it. The receiving party ensures to impose confidentiality terms no less protective than those included in these Terms and Conditions. The receiving party will ensure that its Delegates use the disclosed Confidential Information strictly to exercise the rights and carry out the responsibilities outlined in these Terms and Conditions .
7.2 Confidential information may also be disclosed if required by law or regulation. If possible, the receiving party will make reasonable efforts to notify the disclosing party before any such disclosure and will comply with reasonable requests to limit the disclosure. However, this obligation does not apply if following these steps would violate legal requirements, interfere with a government investigation, or endanger someone’s life or safety.
7.3 7.3. Automated Translation Tool may utilize third-party translation engines, which could process the Content provided for translation purposes. In addition, certain features of Morningside HUB, which are identified as AI-Featured Services, may rely on third-party AI engines to analyze or otherwise process the Content. Handling of all Content within AI-Featured Services is subject to the broader Questel AI-Policy (as updated from time to time).
Customers are advised to consider the nature of the Content being provided and to exercise discretion when handling sensitive and Confidential Information. For further details on how data is managed, Customer shall refer to the respective third-party provider’s privacy policies.
7.4 7.4. Content provided by Customer is transmitted to our servers as required to deliver Services . Morningside may temporarily process this Content (e.g., texts, documents) as needed for technical and statistical purposes.
8.Data Protection & Retention
8.1 Morningside processes and retains personal data in accordance with applicable data protection laws and its Privacy Policy (which forms an integral part of these Terms.
8.28.2. Data Retention Rules: Unless otherwise required by law or agreed in writing, Morningside retains and deletes data as follows:
8.3Backups and Legal Retention: Certain data may be retained in system backups for a limited period in accordance with Morningside’s standard backup practices. Morningside may also retain certain data beyond the above periods if required by applicable law, regulation, or for the establishment, exercise, or defense of legal claims.
9. Financial Terms
9.1Customer is required to pay the subscription fees (“Subscription Fees”) applicable to its Subscription Plan, along with any Additional Fees, if applicable, as specified in the Service Specification or as agreed with Morningside. For Customer with a custom package of features, the Subscription Fees will be determined based on the agreed-upon features and Services, as outlined during the customization process. All amounts are understood to include applicable taxes, unless specified otherwise. Payment is invoiced based on the Billing Cycle, or as otherwise agreed in writing.
9.2 Within thirty (30) days of the start of each Billing Cycle, Morningside will issue an invoice to Customer for the applicable Subscription Fees. Payment is due within thirty (30) days from the date of the invoice, unless otherwise specified in the invoice. Customer is responsible for ensuring that payment is made in full and on time. For the Additional Fees, Morningside will issue an invoice within thirty (30) days from Customer’s order of Services subject to Additional Fees.
9.3Except where otherwise required by law, all invoices shall be provided to Customer solely in a digital format. This may include, but is not limited to, PDF files sent via email to the email address provided by Customer.
9.4Additionally to section 3.5, Morningside reserves the right to suspend Access to the Subscription if Customer fails to pay any outstanding fees, if applicable, after receiving a written notification from Morningside via email. Upon full payment of all outstanding amounts, Morningside will promptly restore Customer’s Access to the Platform.
10. Warranties and Limitation of Liability
10.1The Platform is provided on an “as-is” and “as-available” basis. To the fullest extent permitted by applicable law, Morningside disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, or reliability of the Platform.
10.2Morningside undertakes commercially reasonable efforts and adheres to best industry practices to ensure the reliable operation and availability of the Platform and its functionality. However, Morningside does not warrant that the Platform will operate without interruptions, errors, or defects. Nor does Morningside guarantee that the information, Content, or data provided through the Platform will always be accurate or reliable.
10.3Morningside undertakes employing best commercial practices and up-to-date industry-standard to maintain security., However, Morningside will not be held liable towards Customer or any person acting under or through Customer (including Customer Admin User and Standard User) for viruses, malware, or other harmful components that may occur from the access and/or use of the Platform or any third-party frameworks, libraries, or add-ons. In case of a security incident, Morningside undertakes to promptly inform Customer in writing.
10.4 Morningside will not be held liable towards Customer or any person acting under or through a Customer (including Customer Admin User and Standard User) for any claims that may arise subsequent to any loss, injury, complaint, damages or liability of any nature suffered in any way whatsoever due to the use made by Customer of the Platform. In addition, Morningside shall in no event be liable to Customer or any other party for any actions taken by Customer based on translations or other information generated through the Automated Translation Tool provided on the Platform. Morningside disclaims any responsibility for decisions or measures taken by Customer relying on such translations, as the accuracy, completeness, or suitability of machine-generated translations cannot be guaranteed.
10.5Morningside will not be held liable vis-a-vis Customer or any person acting under or through Customer (including Customer Admin User and Standard User) for any claims that may arise subsequent to any loss, injury, complaint, damages or liability of any nature suffered in any way whatsoever due to:
- The use made by Customer of the Platform or the Content in a manner contrary to the Service Specification;
- Any decision taken by Customer based on result obtained from the Platform;
- Failures or interruptions preventing the provision of the Platform or the impossibility to access all or part of the Platform;
- Content inserted by Customer in the Platform, which are in violation of the applicable legislation, including Intellectual Property, or Data Protection legislation.
- Unforeseen circumstances beyond the control of Morningside.
11. Customer’s obligations
11.1Customer shall adhere to the rules, specifications and instructions outlined in Service Specification. Service Specification may be subject to modifications, and Customer will be duly informed of any changes. Continued use of the Services after such notification shall constitute acceptance of the revised Service Specification.
11.2 Customer assumes sole responsibility for any use of the Platform and undertakes:
To use the Platform in compliance with applicable laws and regulations; and not to use the Platform to post or otherwise provide any prohibited Content, meaning any Content that: (i) is inappropriate or offensive (such as inappropriate photographs); (ii) promotes racism, bigotry, hatred or physical harm of any kind; (iii) harasses or advocates harassment of another person; (iv) involves the transmission of “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming”; (v) is false, misleading or promotes, endorses or furthers illegal activities; (vi) promotes, copies, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by copyright, trademark, trade secret or other Intellectual Property law; (vii) is involved in the exploitation of minors, or solicits personal information from such persons; (viii) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software.
11.3Customer is responsible for maintaining the confidentiality of the Access Credentials provided by Morningside and agrees not to share them with any third parties, except where necessary for the authorized and intended use of the Services. Customer is not permitted to distribute, repackage, or sell Access Credentials or its Access rights to the Platform to any third party unless explicitly agreed otherwise in writing.
11.4 If Customer uses Third-Party Applications to access the Services, such use is subject to acceptable use policies provided by the third-party application provider, where applicable.
12. Term and Termination
12.1This Agreement is concluded for an indefinite period and remains in force unless terminated by either party in accordance with the provisions set forth in these Terms and Conditions.
12.2All Subscription Plans are active for a full calendar year unless otherwise specified in the Billing Cycle defined by Morningside. At the end of each Billing Cycle, the Subscription Plan will automatically renew for an Billing Cycle unless Customer submits an explicit request to cancel the renewal in the preceding seven (7) business days of the Billing Cycle’s renewal.
12.3 Customer may cancel their Subscription at any time with a written notice which provided via email. The cancellation will take effect at the end of the current Billing Period, and Customer will retain Access to the subscribed Services until that date. No refunds will be issued for any unused portion of the Billing Period, except as required by applicable law.
12.4 Packaged Credits shall expire at the end of the applicable Billing Cycle and shall not carry over. Purchased Credits may carry over only upon automatic renewal of the applicable Subscription. Upon cancellation or non-renewal of a Subscription, all unused Packaged Credits and Purchased Credits shall automatically expire and are non-refundable except to the extent required by applicable law.
Where the Customer upgrades from a lower-tier Subscription Plan to a higher-tier Subscription Plan prior to the expiration of the then-current Billing Cycle, such upgrade shall take effect immediately, and any unused Packaged Credits shall expire. Purchased Credits from the prior Subscription may, at Morningside’s sole discretion, be subject to adjustment or conversion into goodwill credits on a case-by-case basis, but shall not entitle the Customer to any refund in cash or equivalent.
12.5 Morningside reserves the right to terminate or suspend Access to the Platform and its Services, under the following circumstances: (i) if Customer violates any term of the Agreement; (ii) if Customer fails to pay the required fees within the specified payment period, with cancellation or suspension lasting until all outstanding amounts are paid in full.
12.6 Upon cancellation, the Access to the Platform and its Services will cease either at the end of the current Billing Period or immediately in the case of free Service. Morningside will retain Customer’s data in accordance with applicable Data Retention Policy. After this period, the data may be permanently deleted, unless required by law to be retained.
13. Export Control
Customer agrees to comply fully with all applicable export laws and regulations of the United States and other jurisdictions to ensure that the Content are not exported or re-exported in violation of such laws or used for any purposes prohibited by such laws. Morningside agrees that it shall not knowingly export or re-export, directly or indirectly, any information generated hereunder in violation of any of the aforementioned regulations.
14. Amendments
Morningside reserves the right to amend these Terms and Conditions. The material changes will be communicated to Customer by appropriate means and within reasonable timeframe, and continued use of the Platform will constitute acceptance of the new terms.
15. Governing Law; Arbitration
Agreement, including any controversy, claim or disputes arising out of or relating to this Agreement, shall be governed by the laws of the State of Utah without respect to its conflicts of law principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The parties shall endeavor to agree to an arbitrator within 30 days after commencement of the arbitration. Should they fail to reach agreement on an arbitrator or agreement on an extension of the 30 day time period, the arbitrator shall be appointed as provided in the ICDR’s International Arbitration Rules. The place of arbitration shall be Salt Lake County, Utah, United States, of if agreed upon by the parties, by electronic means, and any hearings held outside the United States shall occur in London, United Kingdom. The language of the arbitration shall be English. The parties acknowledge that the Convention on the Recognition and Enforcement of Foreign Arbitral Awards shall apply to the enforcement of any arbitration award. The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court, for purposes of which the parties hereby irrevocably submit to the exclusive jurisdiction of any state or federal court in Salt Lake County, Utah, United States with respect to any such action or proceeding. However, notwithstanding the above, the parties agree that any claim for emergency injunctive relief (i.e., temporary restraining orders or preliminary injunctions) shall be decided by a court of competent jurisdiction without any requirement that the issue be submitted to arbitration. Each party irrevocably and unconditionally waives trial by jury in any such action. The non-prevailing party in any arbitration or action governed by this Section 17 shall reimburse the prevailing party for the costs and fees (including reasonable attorneys’ fees) associated with any such arbitration or action.
16. Miscellaneous
16.1 Customer shall not assign any of its rights, interests or obligations hereunder without the prior written approval of Morningside.
16.2 All notices, requests, demands, instructions or other communications required or permitted to be given pursuant to these Terms and Conditions shall be in writing and shall be effective upon delivery via electronic mail addressed to [email protected] (if to Morningside) or the email address reflected on the quotation or order confirmation associated with the Services (if to Customer). In order for a notice sent by electronic mail to be effective, the receiving party must acknowledge actual receipt.
16.3The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
16.4If any provision of these Terms and Conditions is found to be unenforceable, the remaining provisions will continue in full force and effect.
16.5Failure by Morningside to enforce any right or provision of these Terms and Conditions will not constitute a waiver of that right or provision.