SDL plc and its subsidiaries and affiliates ("SDL") provide this website (the "Site") and the SDL Easy Translator software ("Software") available on the Site to you subject to the following terms and conditions ("Terms"). These Terms constitute a binding legal agreement between any person or entity using the Site and Software (you or "your") and SDL regarding your access and use of the Site and any Software provided hereunder.
To obtain access to this Site and a license to the Software, please read the following. Then choose "I ACCEPT" in the dialog box. If you choose "I ACCEPT," the Software download and installation shall commence. If you do not accept these Terms, do not use this web site.
BY SETTING UP A USER ACCOUNT (EMAIL, LOGON AND PASSWORD), INSTALLING OR USING THIS SITE AND/OR SOFTWARE, YOU AGREE TO BE BOUND BY THESE. IF YOU ACCEPT 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. IF YOU DO NOT AGREE TO THESE TERMS, CANCEL THIS INSTALLATION AND REMOVE ANY COPY OF THE SOFTWARE FROM YOUR COMPUTER OR OTHER RELATED DEVICE.
SDL reserves the right at any time to modify or discontinue, temporarily or permanently, the Site and any Software with or without notice. You agree that SDL shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or Software.
SDL may revise these Terms at anytime by updating this positing. You should visit this page from time to time to review the then-current Terms because they are binding to you.
(a) Software. Subject to you compliance with these Terms, SDL hereby grants you a limited, non-exclusive, nontransferable, non-sublicenseable, non-assignable free of charge license during the Term (as defined below) to download and install the Software on a personal computer, mobile phone or other device; and personally use the Software through your individual user account ("User Account") solely for your internal business purposes in order to process certain language translations, and not for any commercial or other purposes. SDL shall have the right to discontinue or suspend your right to access the Software at any time in its discretion.
(b) Restrictions. You shall not use the Software other than as expressly permitted under these Terms. You shall not adapt, alter, modify, make error corrections in, translate or create derivative works of the Software, in whole or in part, and you shall not reverse engineer, decompile or disassemble any portion of the Software. Nothing in these Terms shall be construed to give you any right to use, or otherwise obtain access to, any source code from which the Software is compiled or interpreted. You shall not assign, sublicense, market, sell, lease, rent, distribute, convey, timeshare or otherwise transfer, or pledge as security or otherwise encumber the Software, or use such as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not allow any third party to access or use Software. You shall not use the Software for paid professional services to your clients. You shall not remove, obscure or alter any copyright notices or other proprietary notices included in the Software.
(c) Modifications by SDL. SDL reserves the right to replace, modify, update or upgrade the Software at any time by offering you a replacement or modified version of the Software or such update or upgrade and to charge for such replacement, modification, update or upgrade. Any such replacement or modified software code or update or upgrade to the Software offered to you by SDL shall be considered part of the Software and subject to these Terms (unless these Terms are superseded by a further agreement accompanying such replacement or modified version of or update or upgrade to the Software). In the event that SDL offers a replacement or modified version of any upgrade to the Software, (i) your continued use of the Software is conditioned on your acceptance of such replacement or modified version of or upgrade to the Software and any accompanying superseding Terms and (ii) in the case of the replacement or modified Software, your use of all prior versions of the Software is terminated.
(a) Prior to your first use of this Site and your first use of the Software, you will be asked to create a User Account and choose a user ID and password. We recommend that you choose a password that is hard to guess and consists of letters, numbers and symbols. You may only use the Site and Software through your User Account. You are solely responsible and liable for all activities conducted through your User Account. To prevent unauthorized use, you shall keep your password confidential and shall not share it with any third party or use it to access third party websites or services. If you suspect that someone else knows your password, then you shall immediately change it in order to protect the security of your User Account. It is your responsibility to ensure that you do not respond to any unsolicited requests for credit card details, passwords or other data. SDL takes no responsibility for your failure to comply with the obligations in this paragraph 2(a).
(b) You must use the Site and any Software in accordance with the laws of where you are located. In some countries there are restrictions on the download and use of the Site and/or Software. It is your responsibility to ensure that you are legally allowed to use the Site and any Software where you are located.
(c) You may not:
(i) intercept or monitor, damage or modify any communication which is not intended for you;
(ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage, emulate or disassemble the Software, communication or protocols;
(iii) send unsolicited communications (also referred to as 'SPAM' or 'SPIT') or any communication not permitted by applicable law or use the Software for the purposes of phishing or pharming or impersonating or misrepresenting affiliation with another person or entity;
(iv) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way;
(v) use the Software or Site to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party;
(vi) use (including as part of your User ID) any material or content that is subject to any third party proprietary rights, unless you have a license or permission from the owner of such rights;
(vii) collect or harvest any personally identifiable information, including account names, from the Site;
(viii) impact or attempt to impact the availability of the Software for example, with a denial of service (DOS) or distributed denial of service (DDoS) attack; or
(ix) use or launch any automated system, including without limitation, robots, spiders or offline readers that access this Site.
SDL reserves the right to revoke these exceptions at any time.
(a) Your access to this Site and your license under these Terms shall remain in effect until terminated in accordance with these Terms. Without prejudice to any other rights, SDL may terminate these Terms if you fail to comply with any of the terms and conditions under these Terms. SDL may also terminate these Terms by offering you superseding Terms with a replacement or modified version of the Software and conditioning your continued use of the Software on your acceptance of such superseding Terms. In addition, SDL may terminate these Terms by notifying you that your continued use of the Software is prohibited. In the event that SDL terminates these Terms, you must immediately stop using the Site and any Software and destroy all copies of the Software and all of its component parts.
(b)You may terminate your relationship with SDL at any time and without recourse to the courts by requesting closure of your User Account and ceasing to use the Software and Site.
(c) Upon any expiration or termination of these Terms, the following provisions shall survive: 4, 5, 6, 8, 9, 10, 11 and 12.
(a) All right, title and interest in and to this Site and any Software, any accompanying printed materials, and all intellectual property rights therein and thereto, are owned exclusively by SDL or its suppliers. If the Software contains or is accompanied by any documentation you may print one copy of such documentation for your personal use solely in connection with these Terms.
(b) SDL shall retain sole and exclusive ownership of all right, title and interest in and to any Feedback provided by you in connection with the Site and any Software. "Feedback" means any and all requirements, expectations, suggestions, test results, error data, bug reports or other information and materials that may be provided by you to SDL regarding the Site and any Software or Confidential Information of SDL. To the extent the implementation of any Feedback would require a license under any of your intellectual property rights, you hereby grant SDL and its affiliates a nonexclusive, perpetual, irrevocable, worldwide, royalty free, fully paid-up license, with the right to sublicense, to such intellectual property rights in order to make, have made, sell, offer to sell, import, use, modify, create derivative works, sublicense, perform, display, execute, distribute and reproduce products or services that embody or implement such Feedback.
(c) Except as expressly set forth in these Terms, SDL does not grant you any license to any of its intellectual property rights under any legal theory, including without limitation by implication, estoppel or otherwise.
You acknowledge that portions of this Site may contain valuable Confidential Information (as defined below) of SDL, and you agree to protect and preserve such Confidential Information against any unauthorized use, copying, distribution or disclosure. Without limitation of the foregoing, you agree to use the Confidential Information solely for the purposes for which it has been disclosed to you by SDL. You further agree not to disclose any Confidential Information to any third party, except as necessary to carry out the purpose for which such Confidential Information was provided and only to third parties who are under confidentiality restrictions not to disclose such information. As used herein, Confidential Information shall mean any nonpublic information that is proprietary or confidential to SDL or any information of a third party that SDL is obligated to keep confidential, including, but not limited to, information that relates to SDL's products, services, technology, research, development, product ideas, clients, customers, employees, contractors, business and marketing plans, finances, contracts, legal affairs, business affairs or any other confidential or proprietary matter, subject or issue.
(a) You represent, warrant and covenant that: (i) you have the right, power and authority to enter into these Terms; (ii) your use of the Software, will comply with all applicable laws and regulations; (iii) your use of the Software and Site will not violate or infringe the rights of any third party, including, without limitation, trademark, trade secret, patent, and copyright; and (iv) you will use the Software and Site only as permitted under these Terms.
(b) You will indemnify, defend, and hold harmless SDL, its subsidiaries and affiliates, and its and their officers, agents, members, directors, and employees from and against all actions, claims, damages, costs, expenses (including reasonable attorneys' fees) arising out of or related to: (i) your use of the Software and Site; (ii) any breach or alleged breach of any of your obligations, representations, or warranties under these Terms; or (iii) your negligence or willful misconduct.
(a) The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights at FAR 52.227-19, where applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable.
(b) The Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Software as well as end-user, end-use, destination restrictions issued by national governments or similar bodies, and restrictions on embargoed nations. In the US the Internet Communications Software is controlled under ECCN 5D992 of the Export Administration Regulations ("EAR") under Encryption Registration Number ("ERN") R100351and thus may not be exported or re exported from the US to or downloaded by any person in any countries controlled for anti terrorism reasons under the EAR, which include Iran, North Korea, Cuba, Syria and Sudan. Moreover, the Internet Communications Software may not be exported or re exported from the US to or downloaded by any person or entity subject to US sanctions regardless of location. See www.bis.doc.gov/ComplianceAndEnforcement/ListsToCheck.htm and EAR Part 736. SDL is making the Software available to you for download only on the condition that you certify that you are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations.
SDL PROVIDES THE SOFTWARE AND MATERIALS AT THIS SITE "AS IS", AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OF NON-INFRINGEMENT OR OF ABSENCE OF FAULTS OR ERRORS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT SDL IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE SOFTWARE OR SITE, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SOFTWARE AND THIS SITE IS AT YOUR SOLE RISK. NEITHER SDL, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, OR LICENSORS WARRANT THAT THE SOFTWARE OR THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR SITE OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SOFTWARE OR SITE. We have not undertaken any duty with respect to any information available through website for which hyperlinks are provided in these pages and assume no responsibility for the accuracy, completeness or fairness of the information that may be contained herein.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SDL OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SDL OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIALL DAMAGES, SO THE ABOVE LIMITATION OR EXCUSION MAY OT APPLY TO YOU.
IF YOUR USE OF THE SOFTWARE, MATERIALS OR INFORMATION ON THIS SITE RESULTS IN THE NEED FOR SERVICING, REAPIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF.
SDL has no obligation to support or maintain the Software.
These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to principles of conflicts of law.
(a) Entire Agreement. These Terms constitutes the complete agreement between you and SDL with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings, communications, and agreements, written or oral, regarding such subject matter. These Terms may not be modified, nor shall any provision hereof be waived or amended, except in a writing signed by authorized representatives of SDL and you. Failure by either party to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision. If the application of any provision or provisions of these Terms to any particular facts or circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of these Terms shall in no way be affected or impaired thereby; and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
(b) Notices. All notices, requests and other communications to SDL under these Terms shall be in writing and shall be sent to the following addresses: Legal Department, 101 Edgewater Drive, Suite 210, Wakefield, MA -1880; Attention VP Legal and Contracts. Each such notice, request or other communication shall be effective when received at the designated address.
(c) Injunctive Relief. You agree that certain breaches of these Terms by you may result in irreparable harm to SDL, the extent of which would be difficult and/or impracticable to assess, and where money damages would not be an adequate remedy for that breach. Accordingly, you agree that SDL shall be entitled to seek any and all remedies available at law or in equity, including, without limitation, injunctive relief or specific performance.
(d) Third Party Beneficiaries. The terms, representations, warranties and agreements of the parties set forth in these Terms are not intended for, nor shall they be for the benefit of or enforceable by, any person or entity that is not a party to these Terms.
(e) Assignment. You shall not assign these Terms or any of your rights or obligations hereunder without the prior written consent of SDL, including without limitation in connection with a sale of assets, merger, consolidation or other change of control transaction involving you. Any purported assignment without the prior written consent of SDL shall be void ab initio. These Terms shall be binding on your successors and permitted assigns.
(g) Force Majeure. You acknowledge and agree that if SDL is unable to provide the Software or access to the Site as a result of a force majeure event, SDL will not be in breach of any of its obligations towards you under these Terms. A force majeure event means any event beyond the control of SDL.
© SDL plc 2011. All Rights Reserved