Translation on Demand agreement


SDL Limited 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, and the “Service”, as further defined below). 

The parties agree as follows: 

1. Definitions
1.1. “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,
1.2. “Fee” means the fee for the Service as set forth in the applicable webpage.
1.3. “Order” means an order for Services which is concluded by providing an email address, first name, last name and a password and then entering a billing address and payment information.
1.4. “Service” means the translation services provided via this Software Portal and where opted human review translation that Client has requested and made available by SDL through the this software portal (“Software Portal”) on-line by from time to time. 

2. Use of Services and Content
2.1 Copy and Use Terms a. Service Entitlement. The access and use of the Service is conditional upon acceptance of the terms and conditions contained herein. b. 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, for Client’s internal single use. You may not, nor allow any third party to: (i) decompile, disassemble or reverse engineer the Service (ii) remove, modify, obscure and/or otherwise deface any product identification or proprietary rights notices of the Service, (iii) transfer, lease, resell for profit, distribute, lend or otherwise grant any rights in the Service 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 in whole or in part that may be provided thereunder; or (v) otherwise use, copy, adapt or distribute the Service that may be provided hereunder 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 Limited Rights. Client’s rights in the Service will be limited to those expressly granted in this Agreement. SDL reserves all rights and licenses in and to the Service not expressly granted to Client under this Agreement. SDL reserve the right to refuse Service, terminate accounts or remove or edit Content if Client is in breach of applicable laws, this Agreement and associated policies. 

3. Payment
3.1 Order. An Order for Services will only be deemed complete upon the Client clicking the “Confirm” button on both the billing and payment page. The Client will receive a confirmation to state the Order has been accepted. SDL will not accept orders from any client who are located in embargoed countries. This includes any country or geographic region subject to comprehensive economic or political sanctions administered by OFAC or the European Union. 

3.2 Fees. By accepting the confirmation of the delivery of Services the Client agrees to update its account details and have a valid payment method associated with it. If there is a problem charging your selected payment method we may charge any other valid payment method associated with your account. The processing of all credit card/debit card payments will be handled by an authorized third party acting on behalf of SDL. The Fees will commence on the start date and each month the Client will be charged the Fees as detailed on the Order, and their credit card/debit card will be charged automatically. The Client may terminate the subscription at any time, and the Service will continue until the end of the relevant billing period. The Client is responsible for maintaining the confidentiality of its account and password and to the extent permitted by applicable law the Client agree to accept responsibility for all activities that occur under their account or password. The Client must ensure that the details provided are correct and complete. The Client is advised to read the Privacy Policy to understand how SDL manages and processes data. 

4. Limited Service and Warranty Disclaimer
4.1 Limited Warranty. SDL warrants that, the Service will operate in accordance with industry standards.
4.2 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 4.1, THE SERVICE PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND SDL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SERVICE. 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. 

5. Confidentiality
5.1 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 delivering the Service. 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 delivering the Service. By posting Content on Service, you agree that such data does not contain any personal identifiable information which is governed by data privacy laws. 

6. Limitation of Liability
In no event shall SDL be liable under these terms 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 terms to the contrary the parties agree that SDL’s aggregate liability under these terms shall not exceed, under any circumstances, the amount equal to fifty US dollars ($50) 

7. General
7.1 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.
7.2 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.
7.3 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.
7.4 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.
7.5 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”.
7.6 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.