| 7 | 7 | These DeepL Pro License Terms and Conditions ("Terms and Conditions") are available at [https://www.deepl.com/pro-license.html](https://www.deepl.com/en/pro-license.html) and can be downloaded and printed by Customer. DeepL does not save this agreement text after conclusion of the contract. |
| 8 | 8 | |
| 9 | 9 | DeepL is committed to compliance with applicable laws and regulations. For this reason, DeepL does not offer the Services in the listed [restricted territories](https://www.deepl.com/en/restricted-territories) which may be updated from time to time giving reasonable notice. DeepL reserves the right to block Customer's access to the Services and/or terminate this Agreement at any time with immediate effect if the Services are found to be used by Customers within these restricted territories. |
| 10 | 10 | |
| 11 | 11 | ## 1 Definitions |
| 12 | 12 | |
| 13 | | **1.1 "Agreement"** refers to the agreement between Customer and DeepL concerning the subscription to and the use of DeepL's Services in accordance with these Terms and Conditions. |
| 13 | **1.1 "Add-Ons"** means operational features and functionalities that Customer can purchase to supplement the subscribed service(s). |
| 14 | 14 | |
| 15 | | **1.2 "API"** refers to the Application Programming Interface (DeepL API Pro) provided by DeepL to Customer as set out in the Service Specification and the Documentation provided by DeepL. |
| 15 | **1.2 "Agreement"** refers to the agreement between Customer and DeepL concerning the subscription to and the use of DeepL's Services in accordance with these Terms and Conditions. |
| 16 | 16 | |
| 17 | | **1.3 "API-CAT-Key"** refers to a special license key to connect computer-assisted-translation tools to the API. |
| 17 | **1.3 "API"** refers to the Application Programming Interface (DeepL API Pro) provided by DeepL to Customer as set out in the Service Specification and the Documentation provided by DeepL. |
| 18 | 18 | |
| 19 | | **1.4 "API Response"** refers to the API's response to API Requests. |
| 19 | **1.4 "API-CAT-Key"** refers to a special license key to connect computer-assisted-translation tools to the API. |
| 20 | 20 | |
| 21 | | **1.5 "API Request"** refers to an HTTP request transmitted by the Application to the API. |
| 21 | **1.5 "API Response"** refers to the API's response to API Requests. |
| 22 | 22 | |
| 23 | | **1.6 "Application"** refers to the software or service developed by or on behalf of Customer which utilizes the API. |
| 23 | **1.6 "API Request"** refers to an HTTP request transmitted by the Application to the API. |
| 24 | 24 | |
| 25 | | **1.7 "Business Days"** are Monday through Friday, excluding public holidays in North Rhine-Westphalia, Germany (where DeepL is based). |
| 25 | **1.7 "Application"** refers to the software or service developed by or on behalf of Customer which utilizes the API. |
| 26 | 26 | |
| 27 | | **1.8 "Characters"** means individual characters of the Content. |
| 27 | **1.8 "Business Days"** are Monday through Friday, excluding public holidays in North Rhine-Westphalia, Germany (where DeepL is based). |
| 28 | 28 | |
| 29 | | **1.9 "Content"** refers to any input data (texts, documents, etc.) sent by Customer to the Services as specified in the Service Specification in order to have it processed by DeepL. |
| 29 | **1.9 "Characters"** means individual characters of the Content. |
| 30 | 30 | |
| 31 | | **1.10 "Customer"** refers to the person or entity ordering or subscribing to the DeepL Services as the contracting party of DeepL. If you place the order in a business capacity, the entity you work for will be the Customer. |
| 31 | **1.10 "Content"** refers to any input data (texts, documents, etc.) sent by Customer to the Services as specified in the Service Specification in order to have it processed by DeepL. |
| 32 | 32 | |
| 33 | | **1.11 "Customer Training Data"** refers to bilingual terms, example documents and similar texts (monolingual or bilingual) submitted by Customer to the Services (for example glossaries) in order to improve and customise the translations produced by DeepL for the respective Customer. Further details on the use of Customer Training Data may be contained in the Service Specification or a separate addendum to these Terms and Conditions (if the corresponding features for the use of Customer Training Data are available). |
| 33 | **1.11 "Customer"** refers to the person or entity ordering or subscribing to the DeepL Services as the contracting party of DeepL. If you place the order in a business capacity, the entity you work for will be the Customer. |
| 34 | 34 | |
| 35 | | **1.12 "DeepL API Free"** refers to the API provided by DeepL free of charge. |
| 35 | **1.12 "Customer Training Data"** refers to bilingual terms, example documents and similar texts (monolingual or bilingual) submitted by Customer to the Services (for example glossaries) in order to improve and customise the translations produced by DeepL for the respective Customer. Further details on the use of Customer Training Data may be contained in the Service Specification or a separate addendum to these Terms and Conditions (if the corresponding features for the use of Customer Training Data are available). |
| 36 | 36 | |
| 37 | | **1.13 "DeepL Translator Pro"** refers to an extended version of the DeepL translator which provides Customer via different front ends (e.g., website and desktop application) with a user interface to the translation services in accordance with the Service Specification. |
| 37 | **1.13 "DeepL API Free"** refers to the API provided by DeepL free of charge. |
| 38 | 38 | |
| 39 | | **1.14 "DeepL Write Pro"** refers to an extended version of DeepL Write which provides Customer via different front ends (e.g., website and desktop application) with a user interface to the improvement services in accordance with the Service Specification. |
| 39 | **1.14 "DeepL Translator Pro"** refers to an extended version of the DeepL translator which provides Customer via different front ends (e.g., website and desktop application) with a user interface to the translation services in accordance with the Service Specification. |
| 40 | 40 | |
| 41 | | **1.15 "Documentation"** refers to an electronic documentation of the requirements and functionality of the API provided to Customer in English language. |
| 41 | **1.15 "DeepL Write Pro"** refers to an extended version of DeepL Write which provides Customer via different front ends (e.g., website and desktop application) with a user interface to the improvement services in accordance with the Service Specification. |
| 42 | 42 | |
| 43 | | **1.16 "End Users"** refers to the users of Customer's Application. |
| 43 | **1.16 "Documentation"** refers to an electronic documentation of the re7uirements and functionality of the API provided to Customer in English language. |
| 44 | 44 | |
| 45 | | **1.17 "Internal Users"** refers to the users of Customer's access to the Services for internal purposes of Customer, e.g., Customer's employees, employees of affiliated companies (being those companies under the control of the Customer by virtue of the Customer holding at least 50% of the voting power or under common control of a party that holds at least 50% of the voting power in the Customer and that other company), freelance collaborators or Customer's service providers. |
| 45 | **1.17 "End Users"** refers to the users of Customer's Application. |
| 46 | 46 | |
| 47 | | **1.18 "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. |
| 47 | **1.18 "Internal Users"** refers to the users of Customer's access to the Services for internal purposes of Customer, e.g., Customer's employees, employees of affiliated companies (being those companies under the control of the Customer by virtue of the Customer holding at least 50% of the voting power or under common control of a party that holds at least 50% of the voting power in the Customer and that other company), freelance collaborators or Customer's service providers. |
| 48 | 48 | |
| 49 | | **1.19 "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). |
| 49 | **1.19 "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. |
| 50 | 50 | |
| 51 | | **1.20 "Processed Content"** refers to any Content that has been processed using the Services. |
| 51 | **1.20 "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). |
| 52 | 52 | |
| 53 | | **1.21** "**Sanctioned Party**" refers to any party that is included on an applicable list of designated or other restricted parties maintained under trade restrictions of the European Union, the United Kingdom, the United States of America, and/or the United Nations, including, but not limited to (i) the consolidated list of Financial Sanctions Targets in the UK maintained by the Office of Financial Sanctions Implementation HM Treasury in the United Kingdom, (ii) the consolidated list of persons, groups and rntities subject to EU financial sanctions maintained by the European Commission, and/or (iii) the Special Designated Nationals and Blocked Persons List maintained by the US Treasury Office of Foreign Assets Control. |
| 53 | **1.21 "Processed Content"** refers to any Content that has been processed using the Services. |
| 54 | 54 | |
| 55 | | **1.22 "Services"** to the entirety of the Pro services offered by DeepL DeepL in accordance with the Service Specifications, excluding Test Functions. |
| 55 | **1.22** "**Sanctioned Party**" refers to any party that is included on an applicable list of designated or other restricted parties maintained under trade restrictions of the European Union, the United Kingdom, the United States of America, and/or the United Nations, including, but not limited to (i) the consolidated list of Financial Sanctions Targets in the UK maintained by the Office of Financial Sanctions Implementation HM Treasury in the United Kingdom, (ii) the consolidated list of persons, groups and rntities subject to EU financial sanctions maintained by the European Commission, and/or (iii) the Special Designated Nationals and Blocked Persons List maintained by the US Treasury Office of Foreign Assets Control. |
| 56 | 56 | |
| 57 | | **1.23 "Service Specification"** refers to the list of functionalities and specifications of the Services and/or the Customer Training Data (as applicable in each case) as agreed upon conclusion of this Agreement. |
| 57 | **1.23 "Services"** to the entirety of the Pro services, including Add-Ons, offered by DeepL DeepL in accordance with the Service Specifications, excluding Test Functions. |
| 58 | 58 | |
| 59 | | **1.24 "Single-User License"** refers to a license to use a Service 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 Service by more than one person at the same time, the Customer has to acquire a team license or multiple Single-User Licenses. |
| 59 | **1.24 "Service Specification"** refers to the list of functionalities and specifications of the Services and/or the Customer Training Data (as applicable in each case) as agreed upon conclusion of this Agreement. |
| 60 | 60 | |
| 61 | | **1.25 "Subscription Term"** means the relevant duration of the subscription to the Services, by reference to the period(s) which the Customer committed to during the online ordering process. |
| 61 | **1.25 "Single-User License"** refers to a license to use a Service 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 Service by more than one person at the same time, the Customer has to acquire a team license or multiple Single-User Licenses. |
| 62 | 62 | |
| 63 | | **1.26 "Third-Party Applications"** refers to any applications, components, libraries, plugins or other software provided by third parties that allow Customer to use or access the Services, e.g., translation plugins for third-party applications for which Customer has to use their own API credentials. |
| 63 | **1.26 "Subscription Term"** means the relevant duration of the subscription to the Services, by reference to the period(s) which the Customer committed to during the online ordering process. |
| 64 | 64 | |
| 65 | **1.27 "Third-Party Applications"** refers to any applications, components, libraries, plugins or other software provided by third parties that allow Customer to use or access the Services, e.g., translation plugins for third-party applications for which Customer has to use their own API credentials. |
| 66 | |
| 65 | 67 | ## 2 Subject of the Agreement |
| 66 | 68 | |
| 67 | 69 | **2.1** Subject to these Terms and Conditions and the Service Specification, DeepL provides Customer with access to the subscribed Services in accordance with the Service Specification and the applicable Documentation during the Subscription Term. |
| 68 | 70 | |
| 69 | 71 | **2.2** In conconsideration of DeepL providing such access to the subscribed Services Customer will pay DeepL the agreed charges as indicated during the online purchase process or in the order form during the Subscription Term. |
| 70 | 72 | |
| 118 | 120 | **3.3.1** The DeepL API Free 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. |
| 119 | 121 | |
| 120 | 122 | **3.3.2** In derogation from Section 3.1.2 sentence 1, DeepL reserves the right to perpetually store any Content or Processed Content. |
| 121 | 123 | |
| 122 | 124 | **3.3.3** In derogation from Section 3.2.4, DeepL reserves the right to modify the functional scope of the DeepL API Free at any time or to completely discontinue the free provision of the API at any time.In all other respects, the provisions of Section 3.2 apply to the Free API accordingly. |
| 123 | 125 | |
| 124 | | ### 3.4 DeepL Translator Pro and DeepL Write Pro |
| 126 | ### 3.4 DeepL Translator Pro |
| 125 | 127 | |
| 126 | | In addition to Section 3.1, the following shall apply to the DeepL Translator Pro and to DeepL Write Pro: |
| 128 | In addition to Section 3.1, the following shall apply to the DeepL Translator Pro: |
| 127 | 129 | |
| 128 | | **3.4.1** DeepL Translator Pro and DeepL Write Pro provide Customer an enhanced user interface to use the DeepL services as set out in the Service Specification, providing means to translate or improve texts in a web browser or another frontend application. |
| 130 | **3.4.1** DeepL Translator Pro provides Customer an enhanced user interface to use the DeepL services as set out in the Service Specification, providing means to translate texts in a web browser or another frontend application. |
| 129 | 131 | |
| 130 | | **3.4.2** The license to use DeepL Translator Pro or DeepL Write Pro is a Single-User License. |
| 132 | **3.4.2** The license to use DeepL Translator Pro is a Single-User License. |
| 131 | 133 | |
| 134 | **3.4.3** If applicable, Customer may purchase Add-Ons (e.g., DeepL Write Pro Add-On or File Translation Add-On) to enhance their existing DeepL Translator Pro subscription. |
| 135 | |
| 136 | **3.4.4** Depending on the specific Add-Ons, licenses may only be allocated on a per-seat basis. For the DeepL Write Pro Add-On Customers may only purchase a number of licenses equivalent to the number of DeepL Translator Pro subscription seats they hold. |
| 137 | |
| 138 | **3.4.5** If the Add-On includes a specific usage limit, that limit must be utilized within a one-month period and cannot be carried over to subsequent months. |
| 139 | |
| 132 | 140 | ### 3.5 Changes to the Services |
| 133 | 141 | |
| 134 | 142 | **3.5.1** Customer acknowledges that the Services are provided as a cloud based services, and that DeepL may from time to time change the Services and their range of functions if DeepL has a valid legitimate reason to do so. There is a valid legitimate reason if the modifications are necessary (i) to ensure compliance with changes in relevant law, (ii) to implement changes to the technical requirements, e.g., a new technical environment or other operational reasons, (iii) to remove end of life or redundant features, to improve performance or data security, to fix issues or for technical necessity, or (iv) to adapt the Services to changing market conditions, such as increased user numbers, or if the modifications or changes are beneficial to Customer, e.g., to make the Services more user-friendly or improve their security. |
| 135 | 143 | |
| 136 | 144 | **3.5.2** Modifications to the Services and their range of functions in accordance with Section 3.5.1 are made without additional costs to Customer. |
| 137 | 145 | |
| 308 | 316 | - a) the e-mail address used for registration does not exist or is obviously not valid; |
| 309 | 317 | - b) the address does not exist or is invalid; |
| 310 | 318 | - c) Customer has registered several times in order to use the service free of charge or Customer still has open payments from other contracts; |
| 311 | 319 | - d) Customer uses a fraudulent, lost, stolen or blocked/inadmissible means of payment; |
| 312 | 320 | - e) Customer has contested or demanded the return of a payment without informing DeepL of a valid reason for contesting or demanding the return. The suspension of Customer's access will be upheld until Customer informs DeepL of a valid reason. |
| 313 | 321 | |
| 314 | | **10.7** If Customer violates the restrictions on using the API key in certain types of products (Section 8.1.6), utilises Services with unlimited usage in a way in which they were not intended to (e.g., accessing DeepL Translator Pro or DeepL Write Pro in an automatic way) or allows more Internal Users to utilise Services than licensed, DeepL reserves the right to disable the access and terminate this Agreement with immediate effect. In this case, Customer will be refunded fees already paid proportionally. |
| 322 | **10.7** If Customer violates the restrictions on using the API key in certain types of products (Section 8.1.6), utilises Services with unlimited usage in a way in which they were not intended to (e.g., accessing DeepL Translator Pro or an Add-On in an automatic way) or allows more Internal Users to utilise Services than licensed, DeepL reserves the right to disable the access and terminate this Agreement with immediate effect. In this case, Customer will be refunded fees already paid proportionally. |
| 315 | 323 | |
| 316 | 324 | **10.8** For Services with a maximum monthly usage cap, DeepL will only allow the contracted number of characters (as described in the Service Specification) to be translated / improved within a billing period. Once the monthly usage limit is reached, Customer will no longer be able to use the Services, unless a Service with a higher number of characters has been purchased (if available). |
| 317 | 325 | |
| 318 | 326 | **10.9** Within the free trial period, Customer and DeepL are allowed to terminate this Agreement at any time with immediate effect. |
| 319 | 327 | |
| 320 | | **10.10** If Customer exclusively uses free services, both Parties are entitled to terminate the Agreement at any time. Specifically, DeepL may terminate this Agreement if Customer has not used the free services for a longer period of time. |
| 328 | **10.10** Add-Ons may be terminated independently of Customer's existing DeepL Translator Pro subscription. However, if the DeepL Translator Pro subscription is terminated or if the Customer migrates to a different subscription plan, the associated Add-On will be automatically terminated with immediate effect. In the event of a migration, the Customer will be entitled to a pro-rated refund of any prepaid fees associated with the Add-On. |
| 321 | 329 | |
| 330 | **10.11** If Customer exclusively uses free services, both Parties are entitled to terminate the Agreement at any time. Specifically, DeepL may terminate this Agreement if Customer has not used the free services for a longer period of time. |
| 331 | |
| 322 | 332 | ## 11 Right to withdraw from this Agreement |
| 323 | 333 | |
| 324 | 334 | If Customer is a consumer in accordance with applicable mandatory law in the country where the individual is habitually resident, the following right of withdrawal for fee-based Services applies (also available at [https://www.deepl.com/pro-revocation.html](https://www.deepl.com/en/pro-revocation.html)): |
| 325 | 335 | |
| 326 | 336 | - * * |
| 327 | 337 | |