SDL Chat Translator Terms and Conditions

UNDER THE FOLLOWING AGREEMENT:

You pay a subscription fee to SDL and in return you obtain from SDL the right to:

• download and use any reasonable number of copies of SDL Chat Translation software, and –
• use one of these copies at a time to access SDL’s on-line gist translation service, for your own personal or business uses.

SDL will continue to take this subscription fee from your payment card and you will continue to have this right until one of us ends the agreement.

By installing copying, or otherwise using the software or Internet-based subscription service, you agree to accept the terms of the agreement given below. If you do not accept the terms, do not install, copy or use the software or Internet-based subscription service.

Agreement

SDL Chat Translator

These terms are an agreement between SDL PLC or, if you placed the order with an affiliate of SDL PLC, that affiliate, and you. They apply to the software named above which includes all associated media, printed materials, and “online” or electronic documentation, and the Internet-based subscription service associated with the software. The terms also apply to any SDL:

• updates
• supplements, and –
• support services

for this software, unless other terms accompany those items. If so, those terms apply.

If you use the software or Internet-based subscription service the following terms apply (which will bind you and your employees):

1. Installation and Use Rights

In consideration of you agreeing to abide by these terms and for payment in full of the subscription fee, SDL grants to you with effect from the date of installation by you of the software a non-exclusive, non-transferable, time-limited licence to use the software and the Internet-based subscription service on these terms.

You may install and use a reasonable number of copies of the software but may use only one (1) at a time (in object code format only), on only one computer system solely for your internal business purposes.

You may use the Internet-based subscription service solely through the use of the software strictly in accordance with the terms of this agreement and using the username and password which you have registered with SDL.

2. Restriction on Use

You shall not submit to the Internet-based subscription service any material which is offensive, libellous, infringing upon a third party’s rights or otherwise illegal, offensive, racist, degrading, corrupting, threatening or false advertising, and shall not seek to use the Internet-based subscription service to create such materials. You will at your expense and SDL’s request defend, indemnify and hold SDL harmless from and against any costs, damages and fees that are attributable to any third party claim or action brought against SDL which, if true, would constitute a breach of this undertaking.

3. Payment

SDL will take subscription fees from your payment card at the frequency and in the amounts set out in the subscription order.

4. Scope of Licence and Services

This software is licensed, not sold. Any use of the software except as expressly permitted by this agreement requires the prior written consent of SDL in its sole and absolute discretion. SDL reserves all rights not expressly granted to you in this agreement. Nothing in this agreement obliges SDL to provide upgrades, supplements or support services in relation to the software or the Internet-based subscription service.

5. Ownership

SDL retains all right, title and interest in and to the software including all intellectual property rights therein. Therefore you may not use, copy or distribute the software without SDL’s authorization.

top

6. Other Restrictions

You may not modify, copy or adapt the software; merge the software into another program; reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the software; or combine the software with any other software or hardware, except as expressly permitted in this agreement or to the extent permitted by law.

You may not under any circumstance, remove or alter copyright notices, registration numbers, or other features serving to identify the software or the Internet-based subscription service.

You may not hire out the software (or any part thereof) to any third party for commercial purposes or for service bureau use; or transfer, sublicense, rent, lease, loan, or otherwise indirectly (such as by consignment) permit access to any portion of the software to any third party. Nor may you license or sell any translated information obtained through the use of the software.

7. Assignment

You may assign all (but not part only) of your rights and obligations under this agreement to your owner or successor in business by giving notice in writing to SDL. In no other way may this agreement nor any rights under this agreement be assigned or otherwise transferred by you, without the prior written consent of SDL, which consent shall not be unreasonably withheld. This agreement is binding upon you and any of your successors and permitted assignees.

8. Limited Warranty

SDL warrants that, for a period of ninety (90) days after delivery of the software to you (the "Warranty Period"): (a) the medium on which the software is furnished under normal use will be free from defects in materials and workmanship; and (b) the software and Internet-based subscription service will perform in all material respects in accordance with the user documentation and any other associated materials. This warranty is valid only for you as the original purchaser. If you properly notify SDL of any warranty claim during the Warranty Period, SDL shall (at its sole option) fix, replace, or refund the subscription price of the software and the Internet-based subscription service for the affected subscription period and in the case of refund terminate this licence, without any additional charge and this shall constitute your sole remedy for breach of this warranty. Any supplements or updates to the software and Internet-based subscription service, including, without limitation, any service packs or hot fixes provided to you after the expiration of the Warranty Period shall not be covered by any warranty or condition, express, implied, or statutory. The foregoing warranties are void if failure of the software has resulted from accident, abuse, misapplication, abnormal use, or a virus.

9. No Other Warrenties

THE SOFTWARE AND INTERNET-BASED SUBSCRIPTION SERVICE ARE PROVIDED AS-IS AND SAVE AS SET OUT IN CLAUSE 8 ABOVE ALL WARRANTIES, CONDITIONS OR OTHER TERMS CONCERNING THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING THOSE RELATING TO SATISFACTORY QUALITY AND FITNESS FOR PURPOSES) ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT NEITHER THE SOFTWARE NOR THE INTERNET-BASED SUBSCRIPTION SERVICE HAVE BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THEREFORE YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THESE AND FOR DETERMINING THAT THEIR FACILITIES AND FUNCTIONS MEET YOUR REQUIREMENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SDL (OR ANY OF ITS AFFILIATES) SHALL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE FOR ANY LOSS, INJURY, CLAIM LIABILITY OR DAMAGE OF ANY KIND OR ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT EVEN IF SUCH LOSSES AND/OR DAMAGES WERE FORESEEN, FORESEEABLE OR KNOWN, FOR: (A) LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, (B) ECONOMIC LOSS, (C) LOSS OF ACTUAL OR ANTICIPATED PROFITS, (D) LOSS OF BUSINESS REVENUE, (E) LOSS OF ANTICIPATED SAVINGS, (F) LOSS OF BUSINESS, (G) LOSS OF OPPORTUNITY, (G) LOSS OF GOODWILL, OR (H) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE AND INTERNET-BASED SUBSCRIPTION SERVICE.

SUBJECT TO THE REMAINDER PROVISIONS OF THIS CLAUSE 9, IN NO EVENT WILL SDL’s AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE FOR ANY DEFAULT (OR SERIES OF RELATED EVENTS OR DEFAULT) UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SUBSCRIPTION FEES FOR THE MOST RECENT SUBSCRIPTION PERIOD. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (i) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR (ii) ANY OTHER LIABILITY TO THE EXTENT THAT IT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

10. Term and Termination

This agreement is effective when you first subscribe and shall terminate upon the earlier of (a) your failure to pay the subscription fee in accordance with the terms of the subscription order (b) your failure to comply with any of the terms or conditions hereof (c) you becoming insolvent in any jurisdiction, (d) destruction of all copies of the software in your possession, or (e). the next renewal date following notification by either party to the other of its termination of the agreement for any reason or none.

If you have not accessed the Internet-based subscription service within seven (7) days of your initial subscription you may terminate this agreement by notice to SDL and obtain a full refund of your subscription fee.

You can deliver any notice of termination at the web address: https://secure.freetranslation.com/account/chat/cancel/, or as SDL may otherwise reasonably specify from time to time.

On termination (a) all rights granted to you under this agreement shall cease (b) you must cease all activities authorized by this agreement and (c) you must immediately delete or remove the software from all computer and other electronic devices and immediately destroy all copies of the software and all of its component parts and accompanying written materials in your possession.

11. Confidentiality

The software contains trade secrets and other proprietary know-how of SDL. Any use or disclosure of the software or of the algorithms, protocols, or interfaces of the software or the Internet-based subscription service, except strictly in accordance with the terms of this agreement, is expressly prohibited save with the prior written consent of SDL.

top

12. No Unbundling

The software may include multiple applications, utilities, and components, may support multiple platforms and languages, and may be provided to you on multiple media or in multiple copies. Nonetheless, the software is designed and provided to you as a single product bundle to be used as a bundle. You are not required to use all component parts of the software, but you shall not unbundle the component parts of the software for use on different computer or other electronic devices except strictly in accordance with the terms of this agreement.

13. Waiver

No failure or delay by either party to exercise any right or remedy existing under, or in connection with this agreement will act as a waiver, or otherwise prejudice or restrict the rights of that party.

A waiver by either party of any default shall not constitute a waiver of any subsequent default.

14. Severability

If any of the terms of this agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

15. Third Parties

A person who is not SDL or you shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

16. Applicable Law

This agreement shall be governed by the laws of England and Wales, without reference to conflict of laws principles, and the parties submit to the exclusive jurisdiction of the English Courts in relation to all matters arising out of or in connection with this agreement.

17. Entire Agreement

This agreement is the entire agreement between you and SDL concerning the software and the Internet-based subscription service, and supersedes any other communications or advertising with respect to the software and documentation.