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.