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Terms and Conditions for the use of the SDL website

Legal notices

SDL Plc ("SDL") and its subsidiaries maintain this website as a service to its customers, shareholders and other interested parties. By using any website owned and operated by SDL Plc or its affiliates, you agree to comply with and be bound by the following terms of use, which may change at any time. If you do not agree to the terms and conditions below, please do not use this site or any of its pages.

Use of materials on the SDL website

All material contained on the website is owned by SDL Plc and/or its suppliers and protected by copyright and trademark laws. Any material may also be the subject of other intellectual property rights of SDL Plc and/or its suppliers all of which rights are reserved by SDL Plc and its suppliers.

Nothing on the website shall be construed as conferring any license under SDL's intellectual property rights, whether by implication, estoppel or otherwise.

Material from the SDL website may be printed or downloaded for your own informational, or educational purposes only, provided that you include all copyright and proprietary notices originally included. You may not attempt to "pass-off" any of the material as your own. You may not post on any other website, display, or distribute the material without the express prior written consent of SDL.

Computer software

Any computer software which may be downloaded or is otherwise available from the website is licensed subject to the terms of its associated license agreement only, unless expressly stated otherwise. EXCEPT AS EXPRESSLY WARRANTED IN THE ASSOCIATED LICENSE AGREEMENT, SDL DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Third party materials on the SDL website

The website may contain materials, including software in executable or source code form, which is submitted by third parties for inclusion on the SDL website ("Third Party Materials"). Please be advised that SDL has not independently tested or evaluated such Third Party Materials and provides them on this Web site merely as a service to its users. ALL THIRD PARTY MATERIALS ON THE SDL WEBSITE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SDL DISCLAIMS ALL LIABILITY FOR ANY CLAIMS, DEMANDS, SUITS OR ACTIONS, UNDER ANY THEORY OF LIABILITY, ARISING OUT OF THE USE OR ATTEMPTS TO USE SUCH THIRD PARTY MATERIALS.

Sites linked from the SDL website

The sites linked from the website are not under SDL 's control, and SDL does not assume any responsibility or liability for any communications or materials available at such linked sites. SDL does not intend links on the SDL website to be referrals or endorsements of the linked entities, and are provided for convenience only.

Limitation of liability

Under no circumstances shall SDL be liable for any losses or damages whatsoever, whether in contract, tort or otherwise, from the use of, or reliance on, the materials that make up the website. SDL SHALL NOT BE LIABLE FOR ANY LOSS HOWSOEVER ARISING, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SDL shall include SDL Plc and its divisions, subsidiaries, successors, parent companies, and their employees, partners principals, agents and representatives, and any third-party providers or sources of material.

Governing law

These terms and conditions are governed by and to be construed in accordance with English law. Any disputes shall be subject to the exclusive jurisdiction of the English courts.

Terms and Conditions for Language Services

Legal notices

These Language Services Terms and Conditions (the "Ts&Cs") constitute a legally binding agreement between you (whether an individual, corporation, or other entity) ("Client") and SDL, where "SDL" means a company commissioned by You to perform Services (as defined below) and where that company is SDL plc (a company incorporated under the laws of England & Wales and having offices at Globe House, Clivemont Road Maidenhead, SL6 7DY, England) or a company owned, owning or under common ownership with SDL plc. 

"Services" means, other than where the authorised representatives of Client and SDL have explicitly agreed to separate contractual terms and conditions concerning these, any professional language services including, without limitation, localization and/or translation and/or, in connection with these, desk top publishing, project management and/or engineering of software files, text and other computer medium, and/or reading from a prepared script, where such is commissioned by Client to be performed by SDL. An "Order" means: (i) Client’s signature or other indication to SDL of the acceptance of a quotation of SDL for Services; or (ii) a purchase order of Client or other instruction reasonably understood by the parties to authorize the inception of Services, but excluding any terms and conditions proposed by Client and not expressly accepted by SDL.

Attention

By issuing an Order Client agrees to be bound by the terms of these Ts&Cs.

Performance of Services

Subject to the terms of these Ts&Cs, SDL shall provide to Client and Client agrees to pay for the Services. SDL shall assign to Client all proprietary rights in the deliverables and related materials (including any translation memory) created by it pursuant to these Ts&Cs subject to SDL being paid in full for the Services.

Client Obligations

Client accepts that it is responsible for verifying that the Services are suitable for its needs. Client shall supply all components, information and materials reasonably necessary to enable SDL to provide the Services. Client confirms that it owns or is legally entitled to possess and use such components, information and materials and hereby grants to SDL a license to use the same for the purposes of providing the Services. Client’s failure to supply the foregoing when reasonably required by SDL shall relieve SDL of any obligation to perform Services to a previously agreed schedule. Client shall indemnify and keep indemnified SDL from and against any liability, losses, damages, costs and expenses arising from SDL's use or possession of any components or other materials supplied by Client to SDL. Client shall, within ten (10) business days of receipt of any finished deliverable of the Services, notify SDL in writing of any suspected defects or errors. In the absence of such notification Client shall be deemed to have accepted the deliverable of the Services. Client shall not withhold acceptance because of any discrepancy which does not significantly compromise the accuracy of any deliverable.

Service Fees

Client agrees to pay to SDL for the Services the fees and expenses set forth on the applicable Order in the currency specified therein. All payments due to SDL hereunder are due within thirty (30) days of the date of the applicable invoice. All unpaid amounts due to SDL hereunder shall bear interest at the rate of one percent (1%) per month or the highest rate permitted by governing law, whichever is less. All amounts due to SDL hereunder are net of any and all taxes (including withholding taxes), assessments, charges and levies of any governmental authority, all of which shall be the sole obligation of Client, except for taxes payable on the income of SDL.

Services Warranty

SDL represents and warrants to Client that: (i) it has the right to perform the Services in accordance with the terms of these Ts&Cs; and (ii) it will perform the Services in accordance with customary industry standards although, such Services being the product of human endeavour, SDL does not represent that they shall be error-free. SDL hereby disclaims all other representations and warranties, whether express or implied, including, without limitation, implied warranties of merchantability and/or fitness for use and/or a particular purpose.

Term and Termination

These Ts&Cs shall expire when the all the obligations of the parties under all Orders are complete, and may be terminated by either party: (i) with immediate effect if the other party fails to perform any of its material obligations under these Ts&Cs and such failure continues for 14 days after written notice; or (ii) upon 30 days written notice. Upon such expiration or termination all fees including fees for work-in-progress shall fall due and each party shall deliver to the other any property belonging to that other party. Termination shall not affect any accrued rights and liabilities of either party.

Limitations on Liability

In no event shall either party be liable under these Ts&Cs under any circumstances for consequential or indirect damages of any nature whatsoever including, without limitation, any lost revenues or profits. Nor shall SDL be liable for any claim that any deliverable of the Services infringes the intellectual property rights of a third party where the infringement arises from materials supplied by Client to SDL. Other than for physical injury or death caused by a party’s negligence, notwithstanding anything in these Ts&Cs to the contrary the parties agree that each party’s aggregate liability under these Ts&Cs shall not exceed, under any circumstances, the amount of fees paid to SDL pursuant to these Ts&Cs during the preceding twelve (12) month period or fifty thousand US dollars ($50,000), whichever is the lesser.

Restrictions on Disclosure of Confidential Information

Each party shall: (i) maintain in confidence all information disclosed by the other relating to the disclosing party’s business ("Confidential Information"); and (ii) use such information only in connection with these Ts&Cs. This provision shall not apply to information which: (i) becomes generally available to the public through no fault of the receiving party; (ii) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from transferring the information to the receiving party by any contractual, legal or fiduciary obligation; or (iv) is disclosed by SDL to its subcontractors for use only in connection with these Ts&Cs and under a duty of confidentiality no less onerous than that of the parties hereunder. The parties agree that all confidentiality obligations shall survive for a period of three (3) years from the date of disclosure and that each party shall, upon request, return or delete all documents and electronic media containing the other party’s Confidential Information, including all copies thereof.

Entire Agreement; Severability

These Ts&Cs, together with the relevant Order contain the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to such subject matter. In the event of any conflict between an Order and these Ts&Cs then these Ts&Cs shall prevail. No variation of the provisions of these Ts&Cs will be valid unless confirmed in writing by the authorised signatories of both parties. If any provision of these Ts&Cs is declared invalid or illegal for any reason, then the remaining provisions of these Ts&Cs shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any future exercise thereof or the exercise of any other right or remedy.

Remedies

Each party acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of these Ts&Cs by the other party and that any such breach would cause such party irreparable harm. Accordingly, each party agrees that in such event, the other party, in addition to any other remedies at law or in equity it may have, is entitled, without the requirement of posting any security, to equitable relief, including injunctive relief and specific performance.

Force Majeure

Neither party hereto shall be liable for any breach of its obligations hereunder resulting from force majeure which, for the purposes of these Ts&Cs, means any cause beyond the reasonable control of the party in question. The foregoing shall not apply in respect of any obligation of Client to make payment hereunder. Each party shall give notice to the other upon becoming aware of an event of force majeure, such notice to contain details of the circumstances giving rise to such event. If a default due to an event of force majeure shall continue for more than six weeks then the party not in default shall be entitled to terminate the Order affected by such event.

Governing Law; Jurisdiction

These Ts&Cs shall be governed by and interpreted in accordance with the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English Courts. The parties agree that they will attempt to settle any dispute arising out of these Ts&Cs by negotiation between the parties.

Language

If these Ts&Cs are translated into a language other than English, the English language version shall control. 

Should Client have any questions concerning these Ts&Cs these may be addressed to the Vice President Legal and Contracts, SDL plc, Globe House, Clivemont Road Maidenhead, SL6 7DY, England.

Terms and Conditions for Language Cloud Translation Services

SDL SOFTWARE AS A SERVICE - SDL Language Cloud

BY ACCESSING OR USING THIS SERVICE YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.

YOU ARE NOT PERMITTED ACCESS TO THE SERVICE FOR MONITORING OR DETERMINING ITS CAPABILITY, AVAILABILITY AND PERFORMANCE OR FOR ANY BENCHMARKING OR OTHER PURPOSE.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

SDL plc is the provider of the website at LanguageCloud.SDL.com and all linked pages owned and operated by SDL (the "Site"), and other SDL branded or co-branded websites and API (including sub-domains, international versions, widgets and mobile versions, as applicable) now existing or later developed (together with the Site, the "Service", as further defined below).

1. Definitions

a. "Authorized Users" means you, or your employees, who are authorized by you to use the Service, and who have been supplied with user identifications and passwords by SDL. 

b. "Data" means all data, information, content and other materials in written or electronic form belonging to you, which is submitted to or processed by the Software or accessed, processed, maintained or stored by SDL in connection with your use of the Software and/or SDL's provision of the Service.

c. "Documentation" means explanatory materials in printed, electronic or online form accompanying the Service.

d. "Hosting Infrastructure"means the computer hardware, software, communications systems, network and other infrastructure used by SDL to provide the Service.

e. "License Fee" or "Subscription Fee" means the amount paid for the Service using your credit card or other means as agreed between SDL and you by written agreement.

f. "Permitted Downtime" means any specific period of time (of reasonable duration in light of the circumstances and activities to be performed) that the Service is not available to be used by you and that either: (i) is scheduled by SDL for the purpose of maintaining the smooth and regular operation of the Service on a continuing basis, including performing periodic, hardware replacement, software upgrades or updates, or other essential maintenance-related services; (ii) is caused by circumstances beyond SDL's reasonable control, including the force majeure provisions identified in the Agreement, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within SDL's possession or control, network intrusions or denial of service attacks, and any action or inaction of you; (iii) continues for less than thirty (30) minutes. To the extent practicable, and excluding emergency preventative maintenance, SDL will give you at least two (2) business days electronic notice of any Permitted Downtime and will endeavor to schedule any Permitted Downtime during the weekend hours.

g. "SDL" means SDL plc, Globe House, Clivemont Road, Maidenhead, Berkshire SL6 7DY, United Kingdom, including its subsidiaries and affiliated entities. 

h. "Service Availability" means the time during which the Service is available to be used by you, measured in minutes on a per calendar month basis, excluding Permitted Downtime.

i. "Software as a Service" or "Service" consists of Software made available to you via the customer login page LanguageCloud.SDL.com

j. "Software" " means the specific SDL Language Cloud software which has been ordered by you and detailed in the relevant Order Form.

k. "Support Services" or "Technical Support" means the support services offered by SDL for the support and maintenance of the Service. 

l. "Updates" means any and all improvements in the Software which are made generally available to SDL's customer base.

2. Trial Account

If you register on this SDL Language Cloud website for a trial account, SDL will make the Service and Software available to you on a trial basis free of charge. SDL reserves the right to terminate your right of access to the Service and Software at any time. Additional trial terms and conditions may appear on this SDL Cloud Language website. Any such additional terms and conditions are incorporated into and made part of this Agreement by reference.

3. Grant of Right

Provided that you otherwise fully comply with the provisions of this Agreement, and upon your payment of the Subscription Fee, SDL hereby grants to you a limited, personal restrictive, non-exclusive, non-transferable and non-sublicensable license to use the Software as operated on the Service, in accordance with the terms of this Agreement including the policies stated below. No access to the Software is granted to any person unless such person is an Authorized User. Receipt of the Service does not, unless otherwise specified, entitle you to download or install any Software. You will indemnify SDL for any breaches of this Agreement by its Authorized Users.

4. Copy and Use terms

a. Service Entitlement. The access and use of the Software is conditional upon SDL's receipt of full payment as per the requirements of the license purchased by you. You acknowledge that your right to use any Software under this Agreement is subject to the terms of this Agreement. Unless otherwise provided in the Documentation, no physical copies of the Software will be delivered to you. In the event such Software is made available to you as part of the Service offering, you may download and install such Software, but you must uninstall and destroy all copies at the end of the Term.

b. Term. TThe right to receive the Service is effective for the time period for which you have purchased such Services ("Term") in accordance with Section 5e below, unless this Agreement is terminated otherwise in accordance with the terms provided hereunder.

c. Restrictions. You may not, nor allow any third party to: (i) decompile, disassemble or reverse engineer the Service or any Software that may be provided thereunder, except to the extent expressly permitted by law and subject to the prior written approval of SDL; (ii) remove, modify, obscure and/or otherwise deface any product identification or proprietary rights notices of the Service, Software or Documentation; (iii) transfer, lease, resell for profit, distribute, lend or otherwise grant any rights in the Service or any Software in any form to any other party in whole or in part that may be provided thereunder, including without limitation, processing services to other parties for commercial or for timesharing , rental, sharing arrangements or for service bureau purposes; (iv) modify or create derivative works of the Service or any Software in whole or in part that may be provided thereunder; or (v) otherwise use, copy, adapt or distribute the Service or any Software that may be provided thereunder except as expressly provided herein. You shall not transmit any Data that you have reason to believe is infringing, obscene, threatening, libelous or otherwise unlawful or tortuous, including material harmful to children or violative of third-party privacy rights, and you shall indemnify and defend SDL from and against any breach of the foregoing restriction.

5. Service and Payments

a. The availability of the Service is subject to full and cleared payment of the Subscription Fee. 

b. The Service is purchased in accordance with the fee table set forth on LanguageCloud.SDL.com. SDL reserves the right to change the Subscription Fees and related metrics from time to time. 

c. You shall pay all Subscription Fees specified when ordering through this website. The payment obligations are non-cancellable and fees paid are non-refundable. Subscription Fees are based on the Term selected by you ("Billing Cycle") that begins on the date access to the Service is granted to you and continues through to end of the current Billing Cycle. The next Subscription Fee will be automatically deducted at the start of the next Billing Cycle ("Billing Date"). 

d. By providing your credit card details, you authorize SDL to charge such credit card for the Service purchased via the SDL Language Cloud website (LanguageCloud.SDL.com) for the initial Term and any subsequent Term(s) as set forth in Section 5c. Such charges shall be in accordance with your package billing period.

e. The Service purchased by you commences on the date SDL accepts your payment. Your right to use the Service is subject to the Subscription Fees being available in cleared funds.

f. If during the Term SDL is unable to secure further agreed payments via your credit card, access to the Service will be suspended immediately at SDL's discretion until the Subscription Fee has been paid. If payment is not received in full within 14 days, this Agreement will terminate with immediate effect and the SDL Language Cloud Account will be deleted.

g. If applicable, all amounts due to SDL hereunder are net of any and all taxes (including withholding taxes), assessments, charges and levies of any governmental authority, all of which shall be the sole obligation of you, except for taxes payable on the income of SDL.

6. Support Services

a. Technical Support. SDL will provide you with email support for the Software during SDL's normal business hours. SDL reserves the right to change its technical support practices from time to time. Notwithstanding the foregoing, SDL is not obligated to provide Support Services for user training, any third-party equipment or software, your Data or for implementation of any custom code developed by you or your Authorized Users in connection with this Agreement. 

7. Service Availability and User Right to Terminate

a. Service will be generally available twenty-four (24) hours a day, seven (7) days a week, except for Permitted Downtime. 

b. If you are not satisfied with the Service Availability, your only recourse is to terminate the Service without a right of refund of fees.

8. Limited Service and Warranty Disclaimer

a. Limited Warranty. SDL warrants that, for a period of thirty (30) days after the initial use of the Service by you, the Software will materially conform to the Documentation. 

b. Exclusions. The preceding warranty will not apply if: (i) the Software is not used in accordance with the terms, conditions and restrictions of this Agreement or the Documentation; (ii) the Service or any part thereof has been modified by any party or entity other than SDL; (iii) a malfunction in the Service has been caused by any equipment or software not supplied by SDL; or (iv) you have combined the Software with other software or hardware not provided by SDL. 

c. Disclaimer. TO THE EXTENT PERMITTED BY LAW, SDL'S SOLE AND EXCLUSIVE LIABILITY FOR ANY BREACH OF THE ABOVE WARRANTY SHALL BE LIMITED TO THE CORRECTION OF ANY SOFTWARE THAT FAILS TO MEET THE WARRANTY, UNLESS, IN SDL'S SOLE OPINION, SUCH RE-CORRECTION WOULD BE INADEQUATE OR IMPRACTICAL, THEN YOU WILL HAVE THE RIGHT TO TERMINATE YOUR ACCESS TO THE SERVICE AND REQUEST A REFUND OF THE UNUSED PORTION OF THE FEES PAID BY YOU FOR THE SERVICE. SDL DOES NOT WARRANT THAT THE SOFTWARE OR THE PROVISION OF SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS. SDL IS NOT RESPONSIBLE FOR ANY DELAYS, BUSINESS INTERRUPTION, DELIVERY FAILURES, INTERCEPTIONS OR DATA LOSSES CAUSED BY THE TRANSFER OF DATA OVER THE INTERNET OR OTHER COMMUNICATIONS NETWORKS. EXCEPT AS PROVIDED IN SECTION 6a, THE SOFTWARE, SERVICE AND SUPPORT SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND SDL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE, SERVICE AND SUPPORT SERVICES. SDL (INCLUDING ITS SUPPLIERS) DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. No advice or information, whether oral or written, obtained from SDL or elsewhere, will create any warranty not expressly stated in this Agreement. 

d. High-Risk Activities. The Service is not designed or intended for use in mission-critical environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapon systems, direct life-support machines or any other application in which the failure of the Service could lead directly to death, personal injury or severe physical or property damage (collectively, "High-Risk Activities"). SDL EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

9. Limitation of Remedies and Damages

a. a. This clause prevails over all other clauses and sets out the entire liability of SDL and the sole and exclusive remedies for you, in respect of: (a) the performance, non-performance or purported performance of the Service, or otherwise in relation to this Agreement. SDL's total liability to you from all causes of action and under all theories of liability shall not exceed the amount of the Subscription Fees paid to SDL by you hereunder. Notwithstanding anything else to the contrary in this Agreement, in no event shall SDL be under any liability to you for any indirect, special, exemplary, incidental or consequential damage, whether based on contract, tort, strict liability or any other legal theory, howsoever caused, whether for breach of warranty, negligence or otherwise and whether such loss or damage was foreseeable, known, foreseen or if SDL was advised of the possibility of such damage or otherwise when such loss is of: (a) actual or anticipated profits; (b) goodwill; (c) business; (d) revenue or of the use of money; (e) contracts; (f) anticipated savings; (g) data and/or undertaking the restoration of data or software restoration; (h) operation time, use of processes or equipment; or (i) damages relating to the procurement by you of any substitute software and/or services. For the avoidance of any doubt, (a) to (h) apply whether such loss is direct, indirect, consequential or otherwise. SDL does not exclude or limit liability for: (a) death or personal injury caused by its negligence; or (b) any fraudulent misrepresentation on the part of SDL; or (c) any other liability that cannot be excluded by law.

b. Reasonable allocation of risk. The parties acknowledge that these limitations and exclusions of liability are agreed to be reasonable allocations of liability and risk, having considered the relative commercial size of the parties, the nature of the contractual obligations, the ability of the parties to bear the losses and the availability of insurance.

10. Confidentiality

You acknowledge that the Service and Software, including all source and/or object code and all parts and aspects thereof, in whatever form, whether or not marked as confidential, the Documentation and any other documentation or materials provided with or related to the Service, including the specific terms of this Agreement and pricing (collectively, the "Confidential Information"), are the valuable proprietary and confidential information of SDL. You shall (i) limit use and disclosure of the Confidential Information to Authorized Users pursuant to this Agreement who agree to be bound by the terms of this Agreement or are otherwise bound to a confidentiality agreement containing substantially similar terms; (ii) not provide or disclose any of the Confidential Information to another party; and (iii) treat the Confidential Information with the same degree of care to avoid disclosure to any third party as is used with respect to your information of like importance which is to be kept secret, but with no less than reasonable care. You acknowledge that in the event of a breach or threat of breach of this Section 10, money damages alone may not be adequate. Therefore, in addition to any other legal or equitable remedies, SDL shall be entitled to seek injunctive or similar equitable relief against such breach or threat of breach.

11. Termination

SDL may terminate or suspend the use of the Service in the event that you materially breach the terms of this Agreement and you fail to address such breach within thirty (30) days of receiving notice of such breach. Upon such termination you must cease to use and access the Service and return or destroy any copies of the Software and Documentation supplied under this Agreement. 

SDL hereby advises you that any customer Data uploaded into Language Cloud shall be retained for a period of 90 days from date of termination of service. Thereafter Data will be deleted and you will no longer have any rights to obtain your Data and SDL will have no obligations to retain the Data.

12. Open Source

"Free" or "Open Source" Software. The Service may include programs or code that are licensed under an Open Source Software ("OSS") license model. OSS programs and code are subject to the terms, conditions and obligations of the applicable OSS license, and are SPECIFICALLY EXCLUDED FROM ALL WARRANTY AND SUPPORT OBLIGATIONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.

13. Governing Law

This Agreement will be governed by and construed in accordance with the laws of England and Wales, excluding the body of laws known as conflicts of law. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the English courts, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

14. Miscellaneous

a. Except for actions for non-payment or breach of SDL's proprietary rights in the Service, Software and Documentation, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after a party knew or should have known of the claim. 

b. Survival. Any terms of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.

c. Entire Agreement. This Agreement, including all documents incorporated by reference, represents the entire agreement between the parties relating to the subject matter herein, and expressly supersedes and cancels any other communication, representation or advertising, whether oral or written, on the subjects herein. 

d. Government Rights. If the Software is acquired by or on behalf of the United States government, any use, duplication or disclosure of the Service/Software is subject to restrictions set forth in FAR 52.227 19 and DFAR 227.7200 227.7202 4, as applicable. The Service/Software is "commercial computer software" and is licensed with only "Restricted Rights". 

e. Export Control. You agree to comply fully with all applicable export laws and regulations of the United States and other jurisdictions to ensure that neither the Software, nor any direct product thereof are exported or re-exported in violation of such laws, or used for any purposes prohibited by such laws. 

f. Copyright/Ownership. The Service and Software is protected by copyright and other intellectual property laws and treaties. SDL owns the title, copyright and other intellectual property rights in the Service and Software. 

g. Taxes. All Subscription Fees are exclusive of any and all taxes. In the event that any sales, use or withholding taxes, goods and services tax, or other taxes or government fees, assessments or charges are payable because of this Agreement, or any license of the Software, or because of any payment by you, then you shall pay such taxes, fees, assessments and charges in addition to all other payments. 

h. Non-Assignment of Rights. You may not assign or transfer your rights and obligations under this Agreement. 

i. Severability. If any clause under this Agreement is judged null and void, all other clauses shall nevertheless apply. 

j. Relationship of Parties. The 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. 

k. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. 

l. Non-exclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 

m. Modifications. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. 

n. Pre-printed Terms. Any terms and conditions contained in any purchase order that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken from such purchase order, unless expressly agreed to in writing by SDL. 

o. Rights of Third Parties. Except where expressly provided to the contrary, this Agreement is not intended to be for the benefit of, and shall not be enforceable by any person who is not named at the date of this Agreement as a party to it or any person who claims rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and neither party can declare itself a trustee for the benefit of a third party.

POLICIES ACCEPTABLE USAGE POLICY (AUP)

  1. General. The Service will not be used in or for any illegal, fraudulent, unauthorized or improper manner or purpose and will only be used in compliance with all applicable laws, rules and regulations, codes of conduct (including voluntary codes of conduct), guidelines, directions, policies and/or other requirements including, without limitation, all applicable state, federal, national and international Internet, data, telecommunications, marketing, telemarketing, "spam" and import/export laws and regulations.
  2. Prohibited Use. Without limiting the foregoing, you agree not to permit the Software and Service to be used to transmit or disseminate any:
    a. Junk mail, spam or unsolicited material to persons or entities that have not agreed to receive such material or to whom the User does not otherwise have a legal right to send such material;
    b. Material that infringes or violates any third party's intellectual property rights, rights of publicity, privacy or confidentiality, or the rights or legal obligations of any wireless service provider or any of its customers or subscribers;
    c. Material or Data that is illegal, or material or Data that is harassing, coercive, defamatory, libelous, abusive, threatening, obscene or otherwise objectionable, materials that are harmful to minors or excessive in quantity, or materials of which the transmission could diminish or harm the reputation of SDL or any third-party service provider involved in the provision of the Software and Service. In relation to the foregoing, SDL's opinion shall be determinative;
    d. Viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously or openly intercept or expropriate any system, Data or personal information;
    e. Material or information that is false, misleading or inaccurate;
    f. Material that would expose SDL, any third-party service provider involved in providing the Software and Service, or any other third party to liability;
    g. Without limitation of any of the foregoing, any use which is contrary to the applicable legal and regulatory provisions operative in any territory in which the Software and Service is used, or to or through which communications are sent, where any of the country-specific legal and regulatory provisions are less stringent than those set out above, those set out above shall apply.
  3. Filters. SDL reserves the right to install and use, or to have you install and use, any appropriate devices to prevent violations of this AUP, including devices designated to filter or terminate access to the SDL services.
  4. Impediment. You are responsible for notifying SDL immediately if you become aware of an impending event that may negatively affect the Software or Service.
  5. No sharing. You may not run on SDL's servers any program that makes the Software or Service available to others.
  6. Violation. SDL has absolute discretion in determining whether your activities or use of SDL's Software and Service are in violation of this AUP. In the event of the breach of or failure to comply with this AUP by you, SDL expressly reserves the right at its discretion, to pursue any remedies that it believes are needed, which may include, but are not limited to, suspension or termination of the provision of the access to the Software or Service. Such actions may be taken by SDL without notice to you. As soon as it deems that the non-compliance is not cause by you, no remedies will be imposed on you and all remedies already imposed on you will immediately be lifted.
  7. Modifications to Policy. This AUP may be changed by SDL from time to time and the latest version will be made available on the SDL Language Cloud Translation Software website. Your continued use of the Service after the change constitutes your acceptance of the new AUP. It is your responsibility to comply with any country-specific legal and regulatory provisions in the territory where the communications are sent to or from, and you will indemnify SDL against all costs, claims, demands, expenses and liabilities caused by SDL's non-compliance with such country-specific legal and regulatory provisions.

DATA SECURITY POLICY

SDL and its subcontractors will maintain appropriate security procedures and practices related to the operation of the Hosting Infrastructure in order to safeguard the Software against unauthorized access and to maintain the privacy of your Data in accordance with the requirements of the Agreement and applicable law. Such security procedures and practices shall include the items listed below: 

  1. Physical Security. SDL will store and operate the SOC 2 & 3 secure Hosting Infrastructure in an environment equipped with 24-hour onsite security and monitoring, security alarm systems and other reasonable measures designed to protect the security and integrity thereof. SDL or its suppliers will have staff on duty at all times capable of identifying, categorizing and responding to a security incident. 
  2. Firewalls. SDL will utilize the defacto industrial F5 Firewall with only port 80 and 443 open for SSL connection (a 256bit encryption system) to minimize the risk of unauthorized access to the Hosting Infrastructure. 
  3. Vulnerability Threat Assessment. From time to time, SDL will use third-party vendors to perform security assessements to identify issues with its Hosting Infrastructure components that could result in access vulnerabilities. SDL will respond to identified vulnerabilities with appropriate actions. 
  4. Virus Scanning. SDL does not use virus scan for Linux based systems. For avoidance of doubt, SDL does not execute as code translation input provided by you. 
  5. Security of own network. You are responsible for the security of your own networks, machines and accounts, including, without limitation, maintaining confidentiality of password and account information. SDL will assume neither responsibility nor accountability for failures or breach of your imposed protective measures, whether implied or actual. Abuse that occurs as a result of your compromised system or account, such as when a system becomes infected with a worm or Trojan horse program as a result of an Internet download or the opening of an email attachment, may result in suspension of services or account access by SDL. 
  6. Internet Security. Because the Internet is an inherently open and insecure means of communication, any Data or information a user transmits over the Internet may be susceptible to interception and alteration. SDL makes no guarantee regarding, and assumes no liability for, the security and integrity of any Data or information you transmit over the Internet, including any Data or information transmitted via any server designated as "secure". You should not have an expectation of privacy in any content, including accounts of files transmitted through the internet.

PRIVACY POLICY

The following privacy policy provides you with clear information about what data this Service gathers and how it will be used. We believe that SDL currently has policies in place which conform to privacy regulations in various regions outside the U.S. This policy is intended to supplement, not replace, those policies. Further investigation for specific regions outside the U.S. may be required. If you have entered into an agreement to use our services, the terms of that agreement govern the use and disclosure of the information and materials you submit to us through those services. The agreement prevails in the event of any inconsistencies between the agreement and the following policy. The SDL plc privacy policy, located at http://www.sdl.com/aboutus/privacypolicy.html, describes how SDL uses your information when you use SDL's websites, products and services. This SDL Language Cloud Translation Software privacy policy describes practices specific to this website and the Service provided hereunder. 

1. Information SDL collects when you use SDL Language Cloud

  • Personal information you provide: SDL plc will as data controller collect information required for creating an account to use the Service and payment information, such as your name, email address, mailing address, telephone number, credit card number etc.
  • Anonymous Information: Anonymous information does not personally identify you. It may be voluntarily provided or automatically collected, including log information, browser and device information, information gathered by cookies, general statistical information, etc. 
  • Order content: SDL plc will process information submitted or generated as part of an order, such as source material, corresponding translations, or other similar information as data processor only. For any personal data contained in the source material, the customer will be the data controller. 

2. How SDL plc may use the information 

  • To personalize your experience: Personalization may include delivering content targeted to your interests, such as targeted banners, new services and promotions. 
  • To process your transactions and orders. 
  • For contact and notification: This may include sending newsletters, marketing or other promotional materials. 
  • Auditing and conflict resolution: This may include contacting users in connection with inappropriate use of SDL products and services, non-compliance with any Terms and Conditions of use, or in connection with a complaint filed by another user. 
  • For developing, operating and improving SDL's products and services: This may include contacting users to participate in market research and/or the collection of certain anonymous statistics and data to improve the user experience 

3. How SDL plc may use the source material 

  • To provide the services ordered: This may include storing source material to the extent needed during the human translation process. SDL represents that during the machine translation process none of the source material will be needed, stored or used in SDL's Translation Engines, except for term dictionaries, which will be stored securely.
  • Training of SDL Translation Machines: SDL only uses data available in the public domain and the data used is never reproduced in its original form. The MT vertical engine is created from a derivative of the original parallel segments data. The data is neutralized before the vertical is created to remove product names and other client-specific references thereby maintaining neutrality. 

4. Security 

  • SDL will take reasonable efforts to safeguard your information from unauthorized access. 
  • Source material will not be disclosed to third parties. Your term dictionaries are for your personal use only and are not shared with other users using SDL Language Cloud. 
  • SDL may provide access to your information if SDL plc believes in good faith that disclosure is reasonably necessary to (1) comply with any applicable law, regulation or legal process, (2) detect or prevent fraud, and (3) address security or technical issues. 

Our privacy policy may change over time. We will post any privacy policy changes on this page. Our privacy practices are described in the full privacy policy located at http://www.sdl.com/aboutus/privacypolicy.html.

Terms and Conditions for SDL Managed Translation Enterprise

SDL MANAGED TRANSLATIONS AGREEMENT

SDL SOFTWARE AS A SERVICE – SDL Managed Translation 

DO NOT USE THE ENCLOSED SOFTWARE SERVICE UNTIL YOU (“CLIENT”) READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SDL PLC FOR AND ON BEHALF OF ITS AFFILIATES ("SDL"). BY TYPING IN YOUR SOFTWARE ENCRYPTION CODE OR OTHERWISE ACTIVATING, ACCEPTING, ACCESSING OR USING THE SOFTWARE SERVICE AND DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE") PROVIDED TO YOU BY SDL IN RESPONSE TO AN ORDER FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT., IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. SOFTWARE LICENSE QUANTITIES, SOFTWARE DESCRIPTIONS, PURCHASED OPTIONS AND NUMBER OF USER(S) WILL BE DEFINED IN AN ORDER FORM OR OTHER VALID FORM OF AGREEMENT ACKNOWLEDGED IN WRITING BY SDL OR THE PARTY WHO PROVIDED THIS SOFTWARE TO YOU ("ORDER FORM"). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS, OR USE THE SOFTWARE SERVICE. 

SDL plc is the provider of the website and all linked pages owned and operated by SDL (the "Site"), and other SDL branded or co-branded websites and API (including sub-domains, international versions, widgets and mobile versions, as applicable) now existing or later developed (together with the Site, the "Service", as further defined below). 

The parties agree as follows:

1. Definitions

1.1. “Affiliates” means an entity controlled by either party. The word “control” shall, in the context of a corporation, mean direct beneficial ownership of at least fifty per cent (50%) of the shares entitled to vote for members of the Board of Directors of such corporation, and, in the context of any other business entity, shall mean the right to exercise similar management and control such entity. 

1.2. “Authorized Users” has the meaning set forth in the relevant Order Form. 

1.3. “Content” means any information or material that is provided to SDL in connection with Client’s use of the Service, including but not limited to, files, pages, data, works such as video clips, audio clips, metatags or images. 

1.4. “Documentation” means the manuals and other technical and functional documentation provided by SDL to Client for use with the Service. 

1.5. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country which is a party to the Berne Convention. 

1.6. “Subscription Fee” means the fee for the Service as set forth in the applicable Order Form. 

1.7. “Order Form” means the Order Form for Services entered into by the parties and referencing this Agreement. 

1.8. “Service” means the products and support services that are ordered by Client under an Order Form and made available on-line by SDL from time to time. 

1.9. “Support” means the technical support service more particularly set forth in Schedule A which is to be provided by SDL to Client under Section 3.1. 

1.10. “Term” has the meaning set forth in the relevant Order Form.

1. Use of Services and Content

2.1 Copy and Use Terms. 

a. Service Entitlement. The access and use of the Service is conditional upon SDL's receipt of full payment as per the requirements of the license purchased by you. You acknowledge that your right to use any Service under this Agreement is subject to the terms of this Agreement. 

b. Term. The right to receive the Service is effective for the time period for which you have purchased such Services ("Term") in accordance with the Order Form, unless this Agreement is terminated otherwise in accordance with the terms provided hereunder. 

c. Restrictions. Subject to the terms and conditions of this Agreement, SDL grants to Client a non-exclusive, non-transferable, non-sublicensable, limited license to use the Service, limited to the terms set forth in the applicable Order Form, and only for Client’s internal use. You may not, nor allow any third party to: (i) decompile, disassemble or reverse engineer the Service or any Software that may be provided thereunder, except to the extent expressly permitted by law and subject to the prior written approval of SDL; (ii) remove, modify, obscure and/or otherwise deface any product identification or proprietary rights notices of the Service, Software or Documentation; (iii) transfer, lease, resell for profit, distribute, lend or otherwise grant any rights in the Service or any Software in any form to any other party in whole or in part that may be provided thereunder, including without limitation, processing services to other parties for commercial or for timesharing , rental, sharing arrangements or for service bureau purposes; (iv) modify or create derivative works of the Service or any Software in whole or in part that may be provided thereunder; or (v) otherwise use, copy, adapt or distribute the Service or any Software that may be provided thereunder except as expressly provided herein. You shall not transmit any Content that you have reason to believe is infringing, obscene, threatening, libelous or otherwise unlawful or tortuous, including material harmful to children or violative of third-party privacy rights, and you shall indemnify and defend SDL from and against any breach of the foregoing restriction. 

2.2 Subscriptions. Unless otherwise provided in the applicable Order Form, Services are purchased as subscriptions and shall be available to Client in accordance with the terms of the relevant Order Form. 

2.3 Limited Rights. Client’s rights in the Service will be limited to those expressly granted in this Agreement and in the applicable Order Form. SDL reserves all rights and licenses in and to the Service not expressly granted to Client under this Agreement. 

2.4 Client’s License Grant. During the Term of the relevant Order Form, Client grants to SDL and its Affiliates non-exclusive, worldwide, royalty-free license to use, copy, transmit, sublicense, store and display the Content solely and exclusively to the extent necessary for SDL to provide the Services to Client and to enforce its rights under this Agreement. 

2.5 Ownership. (a) Client retains ownership and Intellectual Property Rights in and to the Content. (b) SDL or its licensors retain all ownership and Intellectual Property Rights to the Services. 

2.6 Security Terms and Conditions. Client acknowledges that it is the sole responsibility of the Client that the Content and their use of the Services complies with the Security Terms and Conditions set forth in Section 7.5 and Schedule B.

3. Support

3.1 Technical Support. SDL will provide Client with on-line and telephone technical Support for the Service in accordance with Schedule A. 

3.2 Updates and Upgrades. SDL will provide all applicable updates and upgrades in accordance with Schedule A. 

3.3 First Line Support. Client will provide first-line support to its internal users. This will include the first intake of all questions/remarks regarding the Service.

4. Payment

4.1 Fees. All Subscription Fees will be defined and payable in accordance with the applicable Order Form. SDL reserves the right to change the Subscription Fees upon notice to Client but such changes shall only take effect from the expiry of any agreed Term detailed in a the relevant Order Form. All Subscription Fees will be due and payable within thirty (30) days after the date of SDL’s invoice. 

4.2 Interest. Except for any amounts disputed in good faith, all past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Client will reimburse SDL for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. 

4.3 Taxes. All Subscription Fees set forth in the applicable Order Form are exclusive of any sales, withholding, value-added, or other similar taxes imposed by applicable law that SDL must pay based on the Services (“Taxes”). Client agrees to pay or reimburse SDL for all such relevant taxes, except for taxes based on SDL’s income (which shall be the responsibility of SDL). If SDL has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 4.3, Client will pay that amount unless Client can provide SDL with a valid tax exemption certificate authorized by the appropriate taxing authority. 

4.4 Reporting. SDL may use any reporting tool of the Service to the extent necessary to derive performance against any limitations on usage provided in the Order Form. 

4.5 License Compliance. SDL may track Client’s use of the Service in order to verify compliance with this Agreement. 

4.6 Renewals. SDL may increase the Subscription Fee by five per cent (5%) in any subsequent renewal Term.

5. Limited Service and Warranty Disclaimer

5.1 Limited Warranty. SDL warrants that, for the Term of the applicable Order Form that the Service will substantially conform in accordance with Documentation. The foregoing warranty shall not apply if the Service has not been properly used at all times in accordance with the Documentation. 

5.2 Sole Remedy. As Client’s sole and exclusive remedy and SDL’s entire liability for any breach of the warranty set forth in Section 5.1, SDL will, at its option: (a) promptly correct any Service that fails to meet this warranty; (b) provide Client with a reasonable procedure to circumvent the nonconformity; or (c) refund the Subscription Fees under the relevant Order Form paid by Client for the non-conforming Service. 

5.3 Disclaimer. SDL does not warrant that the Service will meet Client’s requirements, that the operation of the Service will be error-free, timely or uninterrupted or that all Service errors will be corrected. EXCEPT AS PROVIDED IN SECTION 5.1, THE SERVICE PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND SDL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SERVICE OTHER THAN THAT THE SERVICE WILL CONTINUE TO MEET THE DOCUMENTATION. SDL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. No advice or information, whether oral or written, obtained from SDL or elsewhere will create any warranty not expressly stated in this Agreement.

6. Indemnification

6.1 Infringement Indemnity. Subject to Client’s compliance with the terms and conditions of this Agreement, SDL will, at its option, defend or settle any action brought against Client to the extent that it is based upon a third party claim that the Service, as provided by SDL to Client under this Agreement and used within the scope of this Agreement, infringes any Intellectual Property Rights, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Client, provided that Client: (a) promptly notifies SDL in writing of the claim; (b) grants SDL sole control of the defense and settlement of the claim; and (c) provides SDL, at SDL’s expense, with all assistance, information and authority reasonably required for the defense or settlement of the claim. 

6.2 Injunctions. If Client’s use of any of the Service hereunder is, or in SDL’s opinion is likely to be, enjoined due to the type of claim specified in Section 6.1 above, SDL may, at its sole option and expense: (a) procure for Client the right to continue using such Service under the terms and conditions of this Agreement; (b) replace or modify such Service so that it is non-infringing and substantially equivalent in function to the enjoined Service; or (c) if options (a) and (b) above cannot be accomplished despite SDL’s reasonable efforts, then SDL may terminate Client’s rights and SDL’s obligations hereunder with respect to such Service and refund to Client any portion of the pre-paid, unused Subscription Fee covering the remainder of the Term of the terminated Services. 

6.3 Exclusions. Notwithstanding Section 6.1, SDL will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from (a) Client’s operation or use of the Service with equipment, devices, software or data not supplied by SDL, if a claim would not have occurred but for operation or use; (b) Client’s use of the Service other than in accordance with this Agreement or the Documentation; or (c) the Content. 

6.4 Sole Remedy. THE PROVISIONS OF THIS SECTION 6 SET FORTH SDL’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

7. Confidentiality

7.1 “Confidential Information” means (a) the Service and Content; (b) any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents and equipment) that is either marked “confidential” or “proprietary” or would reasonably be assumed to be confidential based on its content or the context surrounding its disclosure; and (c) the specific terms and pricing set forth in this Agreement. 

7.2 Exclusions. Confidential Information does not include information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. 

7.3 Disclosure Restrictions. Each party will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein and each party will remain directly liable and responsible to the other party and its licensors for any violation by a party or its subcontractors hereunder. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors. In addition, each party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party. 

7.4 Marketing Assistance. Client agrees as a part of this Agreement to actively participate in SDL’s Customer Reference Program. Such participation includes use of Client’s logo in SDL marketing materials, press releases or speaking engagements, use of Client’s name in SDL’s regulatory filings, and Client taking calls from prospective SDL customers to share Client’s experiences with SDL’s offering. 

7.5 Security and Privacy. 

7.5.1 SDL shall maintain up-to-date industry-standard security and privacy controls, which controls shall protect the confidentiality, privacy, integrity and availability of all data provided by and/or belonging to Client or its licensors, including the Content, and unauthorized access to the Service. SDL agrees to report to Client in writing (e-mail) as soon as possible any event that might suggest a security incident (improper use of rights, hacking, viruses, loss or theft of data etc.). In the case of an actual security incident SDL shall report this immediately to Client in writing (or via email to an authorized representative of Client). 

7.5.2 In performing the Services, SDL will comply with the SDL Privacy Policy Cloud Services (“Privacy Policy”), which is available at http://dr0muzwhcp26z.cloudfront.net/static/corporate/Privacy-Policy-v1-2--SAAS-policy-24-11-16-v1.3.pdf and incorporated herein by reference. The Privacy Policy is subject to change at SDL’s discretion; however, SDL policy changes will not result in a material reduction in the level of protection provided for the Content during the period for which Subscription Fees for the Services have been paid. Client agrees to provide any notices and obtain any consents related to Client’s use of the Services and SDL’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and ownership of the Content.

8. Limitation of Liability

8.1 SDL does not exclude or limit liability for: (a) death or personal injury caused by its negligence; or (b) any fraudulent misrepresentation on the part of SDL; or (c) any other liability that cannot be excluded by law. 

8.2 Neither party shall be liable to the other for any indirect, special, exemplary, incidental or consequential damage, whether based on contract, tort, strict liability or any other legal theory, howsoever caused and whether such loss or damage was foreseeable, known, foreseen, or the party was advised of the possibility of such damage. SDL’s total cumulative liability shall not exceed the amount of the Subscription Fees paid by the Client for the Service for the relevant Order Form during the preceding twelve (12) months which gave rise to a claim.

9. Term and Termination

9.1 Term. This Agreement will begin on the Effective Date and will remain in effect for the Term specified in the relevant Order Form unless terminated earlier in accordance with the terms of this Agreement. Unless otherwise agreed to in the relevant Order Form, the Order Form will automatically renew for all available offerings at the end of the initial Term (or any renewal Term thereafter) for additional one (1) year periods, unless Client has provided SDL with a written termination notice of its intention not to renew the relevant Order Form and/or Agreement at least sixty (60) days prior to the expiration of the then current Term. 

9.2 Termination for Breach. Each party will have the right to terminate this Agreement at any time by giving written notice to the other party if (i) the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof; (ii) the other party repeatedly breaches any terms of this Agreement in such manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement, (iii) if any of the following events occur: (a) the presentation of a petition for winding up (b) is the subject of an order or an effective resolution is passed for winding up; (c) the application for an order or application for the appointment of a receiver (including an administrative receiver), administrator, trustee or similar officer in respect thereof; (d) if a receiver, administrative receiver, administrator or similar office is appointed over all or any part of the assets or undertaking; (e) making a composition with its creditors generally or an assignment for the benefit of its creditors or other similar arrangement; (f) goes into liquidation; or (g) ceasing, or threatening to cease, to carry on business. 

9.3 Effect of Termination. Upon expiration or termination of this Agreement, Client shall discontinue all use of the Service. The Content will be available to Client for twenty-eight (28) days after the termination or expiration. 

9.4 Suspension of Service and Acceleration. If any amount owing by Client under this Agreement for Services is thirty (30) or more days overdue, SDL may, without limiting SDL’s rights and remedies, accelerate Client’s unpaid Subscription Fee obligations under the relevant Order Form so that all such obligations become immediately due and payable, and suspend the Service to Client until such amounts are paid in full. SDL will give at least ten (10) days’ prior notice that Client’s account is overdue, in accordance with Section 10.7, before suspending the Service. 

9.5 Survival. The rights and obligations of the parties which by their nature extend beyond the expiration or termination of the Agreement shall survive termination or expiry of this Agreement for any reason.

10. General

10.1 Assignment. Client will have no right to assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without SDL’s prior written consent (not to be unreasonably withheld). Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. 

10.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of England and Wales, excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the English Courts and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. 

10.3 Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 

10.4 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. 

10.5 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. 

10.6 Rights of Third Parties. Except where expressly provided to the contrary, this Agreement is not intended to be for the benefit of, and shall not be enforceable by any person who is not named at the date of this Agreement as a party to it or any person who claims rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and neither party can declare itself a trustee for the benefit of a third party. 

10.7 Notices. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section. 

10.8 Force Majeure. Neither of the parties shall be obliged to meet any obligations, including any guarantee obligation agreed between the parties, if it is prevented from doing so as a result of force majeure. Force majeure shall include but not limited to: (i) government measures, (ii) electricity failure, (iii) faults affecting the internet, computer network or telecommunication facilities, (iv) war, (v) terrorism, (vi) riot, (vii) acts of God, and (vii) governmental action. If a situation of force majeure lasts for longer than forty-five days, either of the parties shall be entitled to terminate the agreement in writing. 

10.9 Relationship of Parties. The 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. 

10.10 Export Control. Client agrees to comply fully with all applicable export laws and regulations of the United States and other jurisdictions to ensure that neither the Service, nor any direct product thereof are exported or re exported in violation of such laws, or used for any purposes prohibited by such laws. 

10.11 Government Rights. If the Service is acquired by or on behalf of the United States government, any use, duplication or disclosure of the Service is subject to restrictions set forth in FAR 52.227 19 and DFAR 227.7200, 227.7202 (1-4), as applicable. The Service is "commercial computer software" and is licensed with only "Restricted Rights". 

10.12 Entire Agreement. This Agreement, including any schedules hereto, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. Any terms and conditions contained in any purchase order that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken from such purchase order, unless expressly agreed to in writing by SDL. 

10.13 Free or Open Source Software. The Service may include programs or code that are licensed under an Open Source Software ("OSS") license model. OSS programs and code are subject to the terms, conditions and obligations of the applicable OSS license, and are SPECIFICALLY EXCLUDED FROM ALL WARRANTY AND SUPPORT OBLIGATIONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.

SCHEDULE A - SUPPORT LEVEL AGREEMENT

1. Scope of Support

a. During the Term, the Services will include updates and upgrades. 

b. During the Term, SDL will implement upgrades to the Service. Such upgrades could include a (i) Client-specific upgrade, (ii) an emergency upgrade necessary for the security, quality, and / or availability of the Services, (iii) a minor upgrade (i.e., a maintenance release or a new minor version change to the Service for purposes including but not limited to, error correction), or (iv) a major upgrade (i.e., a new version of the Services). All other upgrades will be implemented by SDL throughout the Term upon prior written notice to Client as specified in the relevant Order Form. SDL will endeavor to notify Client with as much prior notice as possible, of the scheduled upgrade. Client must accept all emergency upgrades. 

c. Where permitted, in the event that Client declines an upgrade that is required to maintain the Service for any reason, Client agrees to pay SDL an additional fee calculated as an additional twenty percent (20%) increase to any fees incurred after the effective date of Client’s declining of the upgrade. 

d. SDL will not be obliged under this Agreement to provide Support other than for the Services detailed under an Order Form. 

e. The provision of Services under this Agreement and an Order Form will be provided to Client in accordance with SDL’s relevant Service Catalogue (“Service Catalogue” means the document that describes in detail the level of service including uptime and availability to be provided by SDL in relation to the Service ordered in the Order Form).

2. Support Administration

2.1. SDL will log all Support requests by Client through the Support Portal, including, but not limited to: 

a) the date and time of reception of the request; 

b) the name provided as that of the Client representative; 

c) a short description of the request or report; 

d) the date and time that handling of the request or report starts; 

e) the date and time that the request is resolved; and 

f) the name(s) of the SDL employee(s) receiving and handling the requests.

2.2. SDL shall make the above information available to a maximum amount of four (4) designated representatives of Client through the Support Portal. 

2.3. Support furthermore includes access to the SDL Community.

3. Support Categories and Response Times

3.1. Working days and working hours for Support shall be, during normal business working days and hours between: 

a) 0900 to 1730 hours local time for the defined regions Support Services hours exclude local public holidays as further detailed in the SDL Support Service Policy. Unless otherwise agreed in the relevant Order Form the Client must choose from one of the following regional time zones in which to receive Support Services: North America, Japan, Central Europe, Australia and New Zealand.

3.2. Support is provided according to the following priority levels. SDL may in good faith change the priority level of an error or change its status to an enhancement request upon notice to the Client.

a) A "P1 - Critical Priority Error" means a problem where the Service become unavailable to the Client and for which no practicable workaround is available and that prevents or materially impairs the performance of substantially all major functions of the Service as described in the Documentation so that: (i) the Service is unavailable to the Client or at material risk of becoming unavailable; or (ii) Client is unable to use the Service due to continual failures or data corruption. Once a P1 Critical Priority Error is resolved (whether by procedural workaround, system restart, hot-fix, or otherwise) such error's priority level shall be reclassified to a P3 –Medium Priority Error. 

b) A "P2 - High Priority Error" means a problem, for which no practicable workaround is available, that prevents or materially impairs the performance of a major function of the Service as described in the Documentation so that: (i) a major function of the Service is unavailable to the Client or its availability has been materially interrupted and substantial risk of recurrence exists; or (ii) Client is unable to use the Service due to intermittent failures or data corruption; or (iii) where the Service partially fails. Once a P2 - High Priority Error is resolved (whether by procedural workaround, system restart, hot-fix, or otherwise) such error's priority level shall be changed to P3 - Medium Priority Error. 

c) A "P3 - Medium Priority Error" means a problem, whether or not a practicable workaround is available, that prevents or materially impairs the performance of a minor function in the Service as described in the Documentation, but that does not make the Service wholly unavailable to the Client or materially inhibit the Client’s use of the Service. 

d) A "P4 - Low Priority Error" means a problem that does not prevent or materially impair the performance of any function in the Service as described in the Documentation, and does not materially inhibit Client's use of the Service. Such a problem is typically cosmetic in nature. 

3.3. Initial response times from the time that Client notifies SDL through the Support Portal according to the priority levels given above are as follows:

Product
Priority 1
Priority 2Priority 3Priority 4
SDL ManTra (Managed Translation)
1 Hour
4 Hours8 Hours2 Days

4. Support Service Policy Changes

This Schedule A reflects the SDL Technical Support Service Policy with respect to the provision of Support Services in force on the Effective Date of use of the Service. The SDL Technical Support Service Policy is available at the following link: http://globalsupport.sdl.com/images/1133/SDL_Support_Service_Policy_Jan-2016.pdf. SDL reserves the right, at its discretion, to modify the terms of this policy at any time, however the level of Support Services provided under this Agreement will not diminish in quality due to a change in the SDL Technical Support Service Policy.

SCHEDULE B - SECURITY TERMS AND CONDITIONS

1.1 General. The Service will not be used in or for any illegal, fraudulent, unauthorized or improper manner or purpose and will only be used in compliance with all applicable laws, rules and regulations, codes of conduct (including voluntary codes of conduct), and all applicable state, federal, national, and international internet, data, telecommunications, marketing, telemarketing, “spam,” and import/export laws and regulations. 

1.2 Prohibited Use. Client is prohibited from and agrees to not use the Service to transmit, disseminate or process any:

a. material that infringes or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal obligations of any wireless service provider or any of its customers or subscribers; 

b. material or data, that is illegal, or material or data, that is harassing, coercive, defamatory, libellous, abusive, threatening, obscene, materials that are harmful to minors, or materials the transmission of which could diminish or harm the reputation of SDL or any third-party service provider involved in the provision of the Service; 

c. viruses, DDoS attacks, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously or openly intercept or expropriate any system, or data; 

d. any signal or impulse that could cause electrical, magnetic, optical, or other technical harm to the equipment or facilities of SDL or any third party; and/or 

1.2.1 Without limitation of any of the foregoing, any use which is contrary to the applicable legal and regulatory provisions operative in any territory in which the Service is used or to or through which communications are sent. Where any of the country specific legal and regulatory provisions are less stringent than those set out above, those set out above shall apply. 

1.3 Impediment. Client is responsible for notifying SDL immediately if Client becomes aware of an impending event that may negatively affect the Service. 

1.4 No sharing. Client may not run on SDL’s servers any program that makes the Services available to others. Client may not run such programs on their own machines connected to the SDL network in order to make such Services or resources available to others. For the avoidance of doubt, SDL expressly confirms that Client is allowed to make their own products and services available to others, as long as the products and services do not violate these Security Terms and Conditions. 

1.5 Violation. In the event of the breach of or failure to comply with these Security Terms and Conditions by Client, SDL expressly reserves the right, at its discretion, to pursue any remedies that it believes are needed, which may include, but are not limited to, suspension or termination of the provision of access to the Services. Such actions may be taken by SDL with prior notice to Client. If SDL deems that the non-compliance is not caused by Client, no remedies will be imposed on Client and all remedies already imposed on Client will immediately be lifted. 

2.1 Security Program. SDL has implemented and shall maintain a Cyber Security and Privacy Program that incorporates industry best practices, applicable legislation and standards, and complies with applicable Security and Privacy Requirements. SDL’s Cyber Security and Privacy Program includes appropriate administrative, technical and physical safeguards, and assures the confidentiality, availability, integrity and privacy of Client information, including the Content, and Client systems directly connected to SDL’s network. SDL’s Cyber Security and Privacy Program includes, but is not limited to, the following safeguards: 

a. Appropriate user authentication controls, including secure methods of assigning, selecting and storing access credentials; restricting access to active users; and blocking access after a reasonable number of failed authentication attempts. 

b. Secure access controls, including controls that limit access to Client information and the Content to individuals that have a business need-to-know, supported by appropriate policies, protocols and controls to facilitate access authorization, establishment, modification and termination. 

c. Appropriate and timely adjustments to SDL’s Cyber Security and Privacy Program based on: periodic risk assessments; regular comprehensive evaluations (such as third-party assessments) of the Cyber Security and Privacy Program; monitoring and regular testing of the effectiveness of safeguards; and a review of safeguards at least annually or whenever there is a material change in SDL’s technical environment or business practices that may implicate the confidentiality, availability, integrity or privacy of SDL’s information systems. 

d. Appropriate, ongoing training and awareness programs designed to ensure workforce members and others acting on SDL’s behalf are aware of and adhere to SDL Cyber Security and Privacy Program policies, procedures and protocols. 

e. Monitoring of systems designed to ensure data integrity and prevent loss or unauthorized access to, or acquisition, use or disclosure of, Client information, including the Content. 

f. Technical security measures, including firewall protection, end-point security protection, patch management, logging of access to and disclosure of Client information, intrusion detection, and encryption of data in transit.

g. Physical facility security measures, including access controls, designed to restrict access to SDL facilities. 

h. Logical segmentation of Client information from other data, including SDL data. 

2.2 Filters. SDL reserves the right in its reasonable discretion to install and use any appropriate devices to prevent violations of these Security Terms and Conditions, including devices designed to filter or terminate access to the Service. 

2.3 Security Review and Assessment. 

a. Client may conduct a Security Review, Assessment or Audit based upon SDL’s Agreement to be Audited (which will be provided upon request). 

b. SDL may also respond, upon a reasonable request, to questions regarding SDL’s information security and privacy practices that apply to the Content or Client’s information. 

c. Such Security Reviews, Assessments or Audits, may be conducted by Client’s personnel or Client’s contracted third party assessors, at the option of the Client. Such may be conducted no more than once per year, or in the event of any Security or Privacy Incident. 

d. The scope of any Security Review, Assessment or Audit shall be limited to data and records relating to Services provided to Client in order to (a) verify the integrity of the Content or Client’s information; (b) verify SDL’s compliance with the requirements of this Schedule B, and (c) review general controls and security practices and procedures in scope of this Agreement.

e. SDL shall provide Client with notice of any identified findings that are likely to adversely impact the Content or Client’s information or systems. Notice of these findings may be provided in the form of a written summary. SDL shall keep Client timely informed of remediation efforts to address these findings. 

2.4 Security Certification. SDL shall maintain a level of security certification or assessment consistent with best practices and conducted by a qualified third party. Such certifications shall be provided to Client upon reasonable request. 

2.5 Secure Return or Disposition; Termination of Access. 

a. SDL shall return or dispose of the Content or Client information in its possession, custody, or control: (i) if no longer needed for Client’s business or legal purposes or upon termination of the Agreement to which this Schedule B is appended, whichever is longer; or (ii) upon Client’s direction which may be given at any time. 

b. Notwithstanding the foregoing, SDL will be permitted to retain: (i) Content or Client information for a longer period if such retention is strictly necessary to meet SDL’s legal compliance obligations, is done pursuant to SDL’s records management program, and is limited to the minimum information and minimum retention period needed to meet these obligations; and (ii) backup media containing Content or Client information for so long as is permitted by SDL’s records management program, which retention shall not be indefinite and shall not exceed industry standards.

c. Any disposal of Content or Client’s information will ensure that the information is rendered permanently unreadable and unrecoverable. 

d. Upon reasonable notice and if requested by Client, SDL shall provide a certification by an officer attesting to SDL’s return or destruction of the Content or Client’s information. 

e. To the extent SDL accesses or has contact with Client’s systems, SDL will ensure that such access is discontinued upon termination of the Agreement. 

2.6 Notice of Individual Requests and Complaints. SDL shall promptly notify Client in the event that SDL receives: (i) requests from individuals relating to the Content or Client information, including requests to access or rectify personal information; or (ii) complaints of any kind from individuals relating to the privacy, confidentiality, integrity or privacy of the Content or Client information. 

2.7 Use Restrictions. Unless Client provides prior written approval, SDL shall not use, access, disclose, reconfigure, re-identify or aggregate the Content or Client information, nor permit any of the foregoing, for any purpose other than performing Services pursuant to the Agreement, fulfilling the obligations of this Schedule, or as strictly necessary to comply with law. 

2.8 Interpretation. The underlined headings in this Schedule are for convenience only and are not meant to be included in the interpretation of this Schedule.