Terms and Conditions for the Use of SDL Open Exchange
1. Your Relationship with SDL
1.1 Your use of SDL Open Exchange, including its web pages, products, software (including software made available for download) and services (together the "Services"), is subject to the terms of a legal agreement between you and SDL plc of Globe House, Clivemont Road, Maidenhead SL6 7DY, England ("SDL").
1.2 Unless otherwise agreed in writing between you and SDL, this agreement includes, at a minimum, the terms and conditions set out in this document and Terms and Conditions for the use of the SDL (sdl.com) Website.
1.3 Where additional terms and conditions apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 Taken together, these Terms and Conditions for the Use of SDL Open Exchange, the Terms and Conditions for the Use of the SDL (sdl.com) Website and any additional terms and conditions that apply to a Service are called the "Terms". In the event that there is a conflict between these, they will prevail in that order.
1.5 Sometimes a member of the group of companies of which SDL is the parent (an "SDL Company") may provide Services to you on behalf of SDL, and you accept that they may do so under the same Terms. You accept that each SDL Company shall be third party beneficiary to the Terms and that they shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
1.6 SDL may make changes to these Terms from time-to-time by mail or e-mail or by posting replacements or changes to the site at which this document is located, and you accept that if you use the Services after the date on which the Terms have been replaced or changed SDL will treat your use as acceptance of the updated Terms.
2. Accepting these Terms
2.1 In order to use the Services, you must accept the Terms. You may not use the Services if you do not accept the Terms.
2.2 By clicking to accept or to agree to the Terms (where this option is made available to you by SDL in the interface for a Service) or by actually using the Services you accept the Terms, and you understand and agree that SDL will treat your use of the Services as acceptance of the Terms from the point of clicking or of use.
2.3 Before you continue, you should print off or save a local copy of the Universal Terms for your future reference.
3. Your Use of the Services
3.1 You agree to use the Services only for purposes that are permitted by the Terms and as permitted by applicable law, regulation and generally accepted practice or guideline in the relevant jurisdictions (including any laws regarding the export of data and/or software).
3.2 You agree not to reproduce, duplicate, copy, sell, trade or resell the Services for any purpose or to access (or to attempt to access) any of the Services by any means other than through the interface that is provided by SDL, unless you have been specifically allowed to do so in a separate agreement with SDL. You specifically agree not to access (or to attempt to access) any of the Services through any automated means, including use of scripts or web crawlers.
3.3 You agree that you are responsible for maintaining the confidentiality of any password associated with any account that you use to access the Services and you agree that you will be solely responsible to SDL for all activities that occur under your account.
4. External Links and Third-Party Content
4.1 Sometimes through your use of the Services you may use a service or purchase goods or access information (such as data files, written text, computer software or audio files) which are provided by another person or company ("Third-Party Content"), and the Services may include hyperlinks to such Third-Party Content.
4.2 You accept that Third-Party Content is the sole responsibility of the company or person from whom it originated, that SDL may have no control over such Third-Party Content and does not endorse this. You acknowledge and agree that SDL is not liable for any loss or damage which may be incurred by you as a result of the availability or non-availability of Third-Party Content, or as a result of any reliance placed by you on the completeness, accuracy or existence of Third-Party Content. You understand that by using the Services you may be exposed to Third-Party Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
4.3 Your use of Third-Party Content may be subject to separate terms between you and the company or person making this available to you. If so, the Terms do not affect your legal relationship with this company or person.
5. Exclusion of Warranties and Limitation of Liabilities
5.1 THE SERVICES ARE PROVIDED AS-IS AND AS-AVAILABLE AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS OR OTHER TERMS CONCERNING THE SERVICES, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING THOSE RELATING TO SATISFACTORY QUALITY AND FITNESS FOR PURPOSES) ARE EXCLUDED. YOU ACKNOWLEDGE THAT SERVICES HAVE NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THEREFORE YOU ASSUME ALL RESPONSIBILITIES FOR THEIR SELECTION AND FOR DETERMINING THAT THEIR FACILITIES AND FUNCTIONS MEET YOUR REQUIREMENTS, AND YOU ACCEPT THAT NO WARRANTY IS GIVEN THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT THE RESULTS OBTAINED FROM SUCH A SERVICE WILL BE ACCURATE OR THAT ANY ERRORS IN THAT SERVICE WILL BE CORRECTED.
5.2 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, THESE TERMS 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, (H) LOSS OF GOODWILL, OR (I) 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 SERVICES.
5.3 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 THE AGREEMENT BETWEEN US EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES. WHERE LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, SDL'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE SUM OF FIFTY EUROS (€50) IN TOTAL.
5.4 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.
6. Termination
6.1 SDL may terminate its agreement with you at any time for any reason including, without limitation:
(i) you have breached any provision of the Terms (or have acted in manner which shows that you are unable to or do not intend to comply with the provisions of the Terms);
(ii) SDL is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(iii) SDL intends to withdraw provision of the Services from users of a profile to which you belong, or for no reason.
6.2 Sections 5 (Exclusion of Warranties and Limitation of Liabilities) and 7 (Law and Jurisdiction) and any other provisions which are expressly stated to or by their nature must survive termination of the agreement between you and SDL shall survive.
7. Law and Jurisdiction
These Terms and the relationship between you and SDL under these Terms shall be governed by and shall be interpreted in accordance with the laws of England and Wales and you and SDL submit to the exclusive jurisdiction of the English Courts in relation to all matters arising therefrom. You agree, however, that SDL shall be allowed to apply for injunctive remedies in any jurisdiction.
