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SDL MANAGED TRANSLATIONS AGREEMENT

SDL SOFTWARE AS A SERVICE – SDL Managed Translation 

DO NOT USE THE ENCLOSED SOFTWARE SERVICE UNTIL YOU (“CLIENT”) READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SDL PLC FOR AND ON BEHALF OF ITS AFFILIATES ("SDL"). BY TYPING IN YOUR SOFTWARE ENCRYPTION CODE OR OTHERWISE ACTIVATING, ACCEPTING, ACCESSING OR USING THE SOFTWARE SERVICE AND DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE") PROVIDED TO YOU BY SDL IN RESPONSE TO AN ORDER FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT., IF YOU ARE ACCEPTING 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. SOFTWARE LICENSE QUANTITIES, SOFTWARE DESCRIPTIONS, PURCHASED OPTIONS AND NUMBER OF USER(S) WILL BE DEFINED IN AN ORDER FORM OR OTHER VALID FORM OF AGREEMENT ACKNOWLEDGED IN WRITING BY SDL OR THE PARTY WHO PROVIDED THIS SOFTWARE TO YOU ("ORDER FORM"). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS, OR USE THE SOFTWARE SERVICE. 

SDL plc 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, the "Service", as further defined below). 

The parties agree as follows:

1. Definitions

1.1. “Affiliates” means an entity controlled by either party. The word “control” shall, in the context of a corporation, mean direct beneficial ownership of at least fifty per cent (50%) of the shares entitled to vote for members of the Board of Directors of such corporation, and, in the context of any other business entity, shall mean the right to exercise similar management and control such entity. 

1.2. “Authorized Users” has the meaning set forth in the relevant Order Form. 

1.3. “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, works such as video clips, audio clips, metatags or images. 

1.4. “Documentation” means the manuals and other technical and functional documentation provided by SDL to Client for use with the Service. 

1.5. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country which is a party to the Berne Convention. 

1.6. “Subscription Fee” means the fee for the Service as set forth in the applicable Order Form. 

1.7. “Order Form” means the Order Form for Services entered into by the parties and referencing this Agreement. 

1.8. “Service” means the products and support services that are ordered by Client under an Order Form and made available on-line by SDL from time to time. 

1.9. “Support” means the technical support service more particularly set forth in Schedule A which is to be provided by SDL to Client under Section 3.1. 

1.10. “Term” has the meaning set forth in the relevant Order Form.

1. Use of Services and Content

2.1 Copy and Use Terms. 

a. Service Entitlement. The access and use of the Service is conditional upon SDL's receipt of full payment as per the requirements of the license purchased by you. You acknowledge that your right to use any Service under this Agreement is subject to the terms of this Agreement. 

b. Term. The right to receive the Service is effective for the time period for which you have purchased such Services ("Term") in accordance with the Order Form, unless this Agreement is terminated otherwise in accordance with the terms provided hereunder. 

c. 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, limited to the terms set forth in the applicable Order Form, and only for Client’s internal use. You may not, nor allow any third party to: (i) decompile, disassemble or reverse engineer the Service or any Software that may be provided thereunder, except to the extent expressly permitted by law and subject to the prior written approval of SDL; (ii) remove, modify, obscure and/or otherwise deface any product identification or proprietary rights notices of the Service, Software or Documentation; (iii) transfer, lease, resell for profit, distribute, lend or otherwise grant any rights in the Service or any Software 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 or any Software in whole or in part that may be provided thereunder; or (v) otherwise use, copy, adapt or distribute the Service or any Software that may be provided thereunder 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 Subscriptions. Unless otherwise provided in the applicable Order Form, Services are purchased as subscriptions and shall be available to Client in accordance with the terms of the relevant Order Form. 

2.3 Limited Rights. Client’s rights in the Service will be limited to those expressly granted in this Agreement and in the applicable Order Form. SDL reserves all rights and licenses in and to the Service not expressly granted to Client under this Agreement. 

2.4 Client’s License Grant. During the Term of the relevant Order Form, Client grants to SDL and its Affiliates non-exclusive, worldwide, royalty-free license to use, copy, transmit, sublicense, store and display the Content solely and exclusively to the extent necessary for SDL to provide the Services to Client and to enforce its rights under this Agreement. 

2.5 Ownership. (a) Client retains ownership and Intellectual Property Rights in and to the Content. (b) SDL or its licensors retain all ownership and Intellectual Property Rights to the Services. 

2.6 Security Terms and Conditions. Client acknowledges that it is the sole responsibility of the Client that the Content and their use of the Services complies with the Security Terms and Conditions set forth in Section 7.5 and Schedule B.

3. Support

3.1 Technical Support. SDL will provide Client with on-line and telephone technical Support for the Service in accordance with Schedule A. 

3.2 Updates and Upgrades. SDL will provide all applicable updates and upgrades in accordance with Schedule A. 

3.3 First Line Support. Client will provide first-line support to its internal users. This will include the first intake of all questions/remarks regarding the Service.

4. Payment

4.1 Fees. All Subscription Fees will be defined and payable in accordance with the applicable Order Form. SDL reserves the right to change the Subscription Fees upon notice to Client but such changes shall only take effect from the expiry of any agreed Term detailed in a the relevant Order Form. All Subscription Fees will be due and payable within thirty (30) days after the date of SDL’s invoice. 

4.2 Interest. Except for any amounts disputed in good faith, all past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Client will reimburse SDL for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. 

4.3 Taxes. All Subscription Fees set forth in the applicable Order Form are exclusive of any sales, withholding, value-added, or other similar taxes imposed by applicable law that SDL must pay based on the Services (“Taxes”). Client agrees to pay or reimburse SDL for all such relevant taxes, except for taxes based on SDL’s income (which shall be the responsibility of SDL). If SDL has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 4.3, Client will pay that amount unless Client can provide SDL with a valid tax exemption certificate authorized by the appropriate taxing authority. 

4.4 Reporting. SDL may use any reporting tool of the Service to the extent necessary to derive performance against any limitations on usage provided in the Order Form. 

4.5 License Compliance. SDL may track Client’s use of the Service in order to verify compliance with this Agreement. 

4.6 Renewals. SDL may increase the Subscription Fee by five per cent (5%) in any subsequent renewal Term.

5. Limited Service and Warranty Disclaimer

5.1 Limited Warranty. SDL warrants that, for the Term of the applicable Order Form that the Service will substantially conform in accordance with Documentation. The foregoing warranty shall not apply if the Service has not been properly used at all times in accordance with the Documentation. 

5.2 Sole Remedy. As Client’s sole and exclusive remedy and SDL’s entire liability for any breach of the warranty set forth in Section 5.1, SDL will, at its option: (a) promptly correct any Service that fails to meet this warranty; (b) provide Client with a reasonable procedure to circumvent the nonconformity; or (c) refund the Subscription Fees under the relevant Order Form paid by Client for the non-conforming Service. 

5.3 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 5.1, THE SERVICE PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND SDL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SERVICE OTHER THAN THAT THE SERVICE WILL CONTINUE TO MEET THE DOCUMENTATION. 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.

6. Indemnification

6.1 Infringement Indemnity. Subject to Client’s compliance with the terms and conditions of this Agreement, SDL will, at its option, defend or settle any action brought against Client to the extent that it is based upon a third party claim that the Service, as provided by SDL to Client under this Agreement and used within the scope of this Agreement, infringes any Intellectual Property Rights, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Client, provided that Client: (a) promptly notifies SDL in writing of the claim; (b) grants SDL sole control of the defense and settlement of the claim; and (c) provides SDL, at SDL’s expense, with all assistance, information and authority reasonably required for the defense or settlement of the claim. 

6.2 Injunctions. If Client’s use of any of the Service hereunder is, or in SDL’s opinion is likely to be, enjoined due to the type of claim specified in Section 6.1 above, SDL may, at its sole option and expense: (a) procure for Client the right to continue using such Service under the terms and conditions of this Agreement; (b) replace or modify such Service so that it is non-infringing and substantially equivalent in function to the enjoined Service; or (c) if options (a) and (b) above cannot be accomplished despite SDL’s reasonable efforts, then SDL may terminate Client’s rights and SDL’s obligations hereunder with respect to such Service and refund to Client any portion of the pre-paid, unused Subscription Fee covering the remainder of the Term of the terminated Services. 

6.3 Exclusions. Notwithstanding Section 6.1, SDL will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from (a) Client’s operation or use of the Service with equipment, devices, software or data not supplied by SDL, if a claim would not have occurred but for operation or use; (b) Client’s use of the Service other than in accordance with this Agreement or the Documentation; or (c) the Content. 

6.4 Sole Remedy. THE PROVISIONS OF THIS SECTION 6 SET FORTH SDL’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

7. Confidentiality

7.1 “Confidential Information” means (a) the Service and Content; (b) any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents and equipment) that is either marked “confidential” or “proprietary” or would reasonably be assumed to be confidential based on its content or the context surrounding its disclosure; and (c) the specific terms and pricing set forth in this Agreement. 

7.2 Exclusions. Confidential Information does not include information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. 

7.3 Disclosure Restrictions. Each party will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein and each party will remain directly liable and responsible to the other party and its licensors for any violation by a party or its subcontractors hereunder. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors. In addition, each party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party. 

7.4 Marketing Assistance. Client agrees as a part of this Agreement to actively participate in SDL’s Customer Reference Program. Such participation includes use of Client’s logo in SDL marketing materials, press releases or speaking engagements, use of Client’s name in SDL’s regulatory filings, and Client taking calls from prospective SDL customers to share Client’s experiences with SDL’s offering. 

7.5 Security and Privacy. 

7.5.1 SDL shall maintain up-to-date industry-standard security and privacy controls, which controls shall protect the confidentiality, privacy, integrity and availability of all data provided by and/or belonging to Client or its licensors, including the Content, and unauthorized access to the Service. SDL agrees to report to Client in writing (e-mail) as soon as possible any event that might suggest a security incident (improper use of rights, hacking, viruses, loss or theft of data etc.). In the case of an actual security incident SDL shall report this immediately to Client in writing (or via email to an authorized representative of Client). 

7.5.2 In performing the Services, SDL will comply with the SDL Privacy Policy Cloud Services (“Privacy Policy”), which is available at http://dr0muzwhcp26z.cloudfront.net/static/corporate/Privacy-Policy-v1-2--SAAS-policy-24-11-16-v1.3.pdf and incorporated herein by reference. The Privacy Policy is subject to change at SDL’s discretion; however, SDL policy changes will not result in a material reduction in the level of protection provided for the Content during the period for which Subscription Fees for the Services have been paid. Client agrees to provide any notices and obtain any consents related to Client’s use of the Services and SDL’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and ownership of the Content.

8. Limitation of Liability

8.1 SDL does not exclude or limit liability for: (a) death or personal injury caused by its negligence; or (b) any fraudulent misrepresentation on the part of SDL; or (c) any other liability that cannot be excluded by law. 

8.2 Neither party shall be liable to the other for any indirect, special, exemplary, incidental or consequential damage, whether based on contract, tort, strict liability or any other legal theory, howsoever caused and whether such loss or damage was foreseeable, known, foreseen, or the party was advised of the possibility of such damage. SDL’s total cumulative liability shall not exceed the amount of the Subscription Fees paid by the Client for the Service for the relevant Order Form during the preceding twelve (12) months which gave rise to a claim.

9. Term and Termination

9.1 Term. This Agreement will begin on the Effective Date and will remain in effect for the Term specified in the relevant Order Form unless terminated earlier in accordance with the terms of this Agreement. Unless otherwise agreed to in the relevant Order Form, the Order Form will automatically renew for all available offerings at the end of the initial Term (or any renewal Term thereafter) for additional one (1) year periods, unless Client has provided SDL with a written termination notice of its intention not to renew the relevant Order Form and/or Agreement at least sixty (60) days prior to the expiration of the then current Term. 

9.2 Termination for Breach. Each party will have the right to terminate this Agreement at any time by giving written notice to the other party if (i) the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof; (ii) the other party repeatedly breaches any terms of this Agreement in such manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement, (iii) if any of the following events occur: (a) the presentation of a petition for winding up (b) is the subject of an order or an effective resolution is passed for winding up; (c) the application for an order or application for the appointment of a receiver (including an administrative receiver), administrator, trustee or similar officer in respect thereof; (d) if a receiver, administrative receiver, administrator or similar office is appointed over all or any part of the assets or undertaking; (e) making a composition with its creditors generally or an assignment for the benefit of its creditors or other similar arrangement; (f) goes into liquidation; or (g) ceasing, or threatening to cease, to carry on business. 

9.3 Effect of Termination. Upon expiration or termination of this Agreement, Client shall discontinue all use of the Service. The Content will be available to Client for twenty-eight (28) days after the termination or expiration. 

9.4 Suspension of Service and Acceleration. If any amount owing by Client under this Agreement for Services is thirty (30) or more days overdue, SDL may, without limiting SDL’s rights and remedies, accelerate Client’s unpaid Subscription Fee obligations under the relevant Order Form so that all such obligations become immediately due and payable, and suspend the Service to Client until such amounts are paid in full. SDL will give at least ten (10) days’ prior notice that Client’s account is overdue, in accordance with Section 10.7, before suspending the Service. 

9.5 Survival. The rights and obligations of the parties which by their nature extend beyond the expiration or termination of the Agreement shall survive termination or expiry of this Agreement for any reason.

10. General

10.1 Assignment. Client will have no right to assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without SDL’s prior written consent (not to be unreasonably withheld). Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. 

10.2 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. 

10.3 Nonexclusive 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. 

10.4 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. 

10.5 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. 

10.6 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. 

10.7 Notices. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section. 

10.8 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. 

10.9 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. 

10.10 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. 

10.11 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". 

10.12 Entire Agreement. This Agreement, including any schedules hereto, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. 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. 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. 

10.13 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.

SCHEDULE A - SUPPORT LEVEL AGREEMENT

1. Scope of Support

a. During the Term, the Services will include updates and upgrades. 

b. During the Term, SDL will implement upgrades to the Service. Such upgrades could include a (i) Client-specific upgrade, (ii) an emergency upgrade necessary for the security, quality, and / or availability of the Services, (iii) a minor upgrade (i.e., a maintenance release or a new minor version change to the Service for purposes including but not limited to, error correction), or (iv) a major upgrade (i.e., a new version of the Services). All other upgrades will be implemented by SDL throughout the Term upon prior written notice to Client as specified in the relevant Order Form. SDL will endeavor to notify Client with as much prior notice as possible, of the scheduled upgrade. Client must accept all emergency upgrades. 

c. Where permitted, in the event that Client declines an upgrade that is required to maintain the Service for any reason, Client agrees to pay SDL an additional fee calculated as an additional twenty percent (20%) increase to any fees incurred after the effective date of Client’s declining of the upgrade. 

d. SDL will not be obliged under this Agreement to provide Support other than for the Services detailed under an Order Form. 

e. The provision of Services under this Agreement and an Order Form will be provided to Client in accordance with SDL’s relevant Service Catalogue (“Service Catalogue” means the document that describes in detail the level of service including uptime and availability to be provided by SDL in relation to the Service ordered in the Order Form).

2. Support Administration

2.1. SDL will log all Support requests by Client through the Support Portal, including, but not limited to: 

a) the date and time of reception of the request; 

b) the name provided as that of the Client representative; 

c) a short description of the request or report; 

d) the date and time that handling of the request or report starts; 

e) the date and time that the request is resolved; and 

f) the name(s) of the SDL employee(s) receiving and handling the requests.

2.2. SDL shall make the above information available to a maximum amount of four (4) designated representatives of Client through the Support Portal. 

2.3. Support furthermore includes access to the SDL Community.

3. Support Categories and Response Times

3.1. Working days and working hours for Support shall be, during normal business working days and hours between: 

a) 0900 to 1730 hours local time for the defined regions Support Services hours exclude local public holidays as further detailed in the SDL Support Service Policy. Unless otherwise agreed in the relevant Order Form the Client must choose from one of the following regional time zones in which to receive Support Services: North America, Japan, Central Europe, Australia and New Zealand.

3.2. Support is provided according to the following priority levels. SDL may in good faith change the priority level of an error or change its status to an enhancement request upon notice to the Client.

a) A "P1 - Critical Priority Error" means a problem where the Service become unavailable to the Client and for which no practicable workaround is available and that prevents or materially impairs the performance of substantially all major functions of the Service as described in the Documentation so that: (i) the Service is unavailable to the Client or at material risk of becoming unavailable; or (ii) Client is unable to use the Service due to continual failures or data corruption. Once a P1 Critical Priority Error is resolved (whether by procedural workaround, system restart, hot-fix, or otherwise) such error's priority level shall be reclassified to a P3 –Medium Priority Error. 

b) A "P2 - High Priority Error" means a problem, for which no practicable workaround is available, that prevents or materially impairs the performance of a major function of the Service as described in the Documentation so that: (i) a major function of the Service is unavailable to the Client or its availability has been materially interrupted and substantial risk of recurrence exists; or (ii) Client is unable to use the Service due to intermittent failures or data corruption; or (iii) where the Service partially fails. Once a P2 - High Priority Error is resolved (whether by procedural workaround, system restart, hot-fix, or otherwise) such error's priority level shall be changed to P3 - Medium Priority Error. 

c) A "P3 - Medium Priority Error" means a problem, whether or not a practicable workaround is available, that prevents or materially impairs the performance of a minor function in the Service as described in the Documentation, but that does not make the Service wholly unavailable to the Client or materially inhibit the Client’s use of the Service. 

d) A "P4 - Low Priority Error" means a problem that does not prevent or materially impair the performance of any function in the Service as described in the Documentation, and does not materially inhibit Client's use of the Service. Such a problem is typically cosmetic in nature. 

3.3. Initial response times from the time that Client notifies SDL through the Support Portal according to the priority levels given above are as follows:

Product
Priority 1
Priority 2Priority 3Priority 4
SDL ManTra (Managed Translation)
1 Hour
4 Hours8 Hours2 Days

4. Support Service Policy Changes

This Schedule A reflects the SDL Technical Support Service Policy with respect to the provision of Support Services in force on the Effective Date of use of the Service. The SDL Technical Support Service Policy is available here. SDL reserves the right, at its discretion, to modify the terms of this policy at any time, however the level of Support Services provided under this Agreement will not diminish in quality due to a change in the SDL Technical Support Service Policy.

SCHEDULE B - SECURITY TERMS AND CONDITIONS

1.1 General. The Service will not be used in or for any illegal, fraudulent, unauthorized or improper manner or purpose and will only be used in compliance with all applicable laws, rules and regulations, codes of conduct (including voluntary codes of conduct), and all applicable state, federal, national, and international internet, data, telecommunications, marketing, telemarketing, “spam,” and import/export laws and regulations. 

1.2 Prohibited Use. Client is prohibited from and agrees to not use the Service to transmit, disseminate or process any:

a. material that infringes or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal obligations of any wireless service provider or any of its customers or subscribers; 

b. material or data, that is illegal, or material or data, that is harassing, coercive, defamatory, libellous, abusive, threatening, obscene, materials that are harmful to minors, or materials the transmission of which could diminish or harm the reputation of SDL or any third-party service provider involved in the provision of the Service; 

c. viruses, DDoS attacks, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously or openly intercept or expropriate any system, or data; 

d. any signal or impulse that could cause electrical, magnetic, optical, or other technical harm to the equipment or facilities of SDL or any third party; and/or 

1.2.1 Without limitation of any of the foregoing, any use which is contrary to the applicable legal and regulatory provisions operative in any territory in which the Service is used or to or through which communications are sent. Where any of the country specific legal and regulatory provisions are less stringent than those set out above, those set out above shall apply. 

1.3 Impediment. Client is responsible for notifying SDL immediately if Client becomes aware of an impending event that may negatively affect the Service. 

1.4 No sharing. Client may not run on SDL’s servers any program that makes the Services available to others. Client may not run such programs on their own machines connected to the SDL network in order to make such Services or resources available to others. For the avoidance of doubt, SDL expressly confirms that Client is allowed to make their own products and services available to others, as long as the products and services do not violate these Security Terms and Conditions. 

1.5 Violation. In the event of the breach of or failure to comply with these Security Terms and Conditions by Client, SDL expressly reserves the right, at its discretion, to pursue any remedies that it believes are needed, which may include, but are not limited to, suspension or termination of the provision of access to the Services. Such actions may be taken by SDL with prior notice to Client. If SDL deems that the non-compliance is not caused by Client, no remedies will be imposed on Client and all remedies already imposed on Client will immediately be lifted. 

2.1 Security Program. SDL has implemented and shall maintain a Cyber Security and Privacy Program that incorporates industry best practices, applicable legislation and standards, and complies with applicable Security and Privacy Requirements. SDL’s Cyber Security and Privacy Program includes appropriate administrative, technical and physical safeguards, and assures the confidentiality, availability, integrity and privacy of Client information, including the Content, and Client systems directly connected to SDL’s network. SDL’s Cyber Security and Privacy Program includes, but is not limited to, the following safeguards: 

a. Appropriate user authentication controls, including secure methods of assigning, selecting and storing access credentials; restricting access to active users; and blocking access after a reasonable number of failed authentication attempts. 

b. Secure access controls, including controls that limit access to Client information and the Content to individuals that have a business need-to-know, supported by appropriate policies, protocols and controls to facilitate access authorization, establishment, modification and termination. 

c. Appropriate and timely adjustments to SDL’s Cyber Security and Privacy Program based on: periodic risk assessments; regular comprehensive evaluations (such as third-party assessments) of the Cyber Security and Privacy Program; monitoring and regular testing of the effectiveness of safeguards; and a review of safeguards at least annually or whenever there is a material change in SDL’s technical environment or business practices that may implicate the confidentiality, availability, integrity or privacy of SDL’s information systems. 

d. Appropriate, ongoing training and awareness programs designed to ensure workforce members and others acting on SDL’s behalf are aware of and adhere to SDL Cyber Security and Privacy Program policies, procedures and protocols. 

e. Monitoring of systems designed to ensure data integrity and prevent loss or unauthorized access to, or acquisition, use or disclosure of, Client information, including the Content. 

f. Technical security measures, including firewall protection, end-point security protection, patch management, logging of access to and disclosure of Client information, intrusion detection, and encryption of data in transit.

g. Physical facility security measures, including access controls, designed to restrict access to SDL facilities. 

h. Logical segmentation of Client information from other data, including SDL data. 

2.2 Filters. SDL reserves the right in its reasonable discretion to install and use any appropriate devices to prevent violations of these Security Terms and Conditions, including devices designed to filter or terminate access to the Service. 

2.3 Security Review and Assessment. 

a. Client may conduct a Security Review, Assessment or Audit based upon SDL’s Agreement to be Audited (which will be provided upon request). 

b. SDL may also respond, upon a reasonable request, to questions regarding SDL’s information security and privacy practices that apply to the Content or Client’s information. 

c. Such Security Reviews, Assessments or Audits, may be conducted by Client’s personnel or Client’s contracted third party assessors, at the option of the Client. Such may be conducted no more than once per year, or in the event of any Security or Privacy Incident. 

d. The scope of any Security Review, Assessment or Audit shall be limited to data and records relating to Services provided to Client in order to (a) verify the integrity of the Content or Client’s information; (b) verify SDL’s compliance with the requirements of this Schedule B, and (c) review general controls and security practices and procedures in scope of this Agreement.

e. SDL shall provide Client with notice of any identified findings that are likely to adversely impact the Content or Client’s information or systems. Notice of these findings may be provided in the form of a written summary. SDL shall keep Client timely informed of remediation efforts to address these findings. 

2.4 Security Certification. SDL shall maintain a level of security certification or assessment consistent with best practices and conducted by a qualified third party. Such certifications shall be provided to Client upon reasonable request. 

2.5 Secure Return or Disposition; Termination of Access. 

a. SDL shall return or dispose of the Content or Client information in its possession, custody, or control: (i) if no longer needed for Client’s business or legal purposes or upon termination of the Agreement to which this Schedule B is appended, whichever is longer; or (ii) upon Client’s direction which may be given at any time. 

b. Notwithstanding the foregoing, SDL will be permitted to retain: (i) Content or Client information for a longer period if such retention is strictly necessary to meet SDL’s legal compliance obligations, is done pursuant to SDL’s records management program, and is limited to the minimum information and minimum retention period needed to meet these obligations; and (ii) backup media containing Content or Client information for so long as is permitted by SDL’s records management program, which retention shall not be indefinite and shall not exceed industry standards.

c. Any disposal of Content or Client’s information will ensure that the information is rendered permanently unreadable and unrecoverable. 

d. Upon reasonable notice and if requested by Client, SDL shall provide a certification by an officer attesting to SDL’s return or destruction of the Content or Client’s information. 

e. To the extent SDL accesses or has contact with Client’s systems, SDL will ensure that such access is discontinued upon termination of the Agreement. 

2.6 Notice of Individual Requests and Complaints. SDL shall promptly notify Client in the event that SDL receives: (i) requests from individuals relating to the Content or Client information, including requests to access or rectify personal information; or (ii) complaints of any kind from individuals relating to the privacy, confidentiality, integrity or privacy of the Content or Client information. 

2.7 Use Restrictions. Unless Client provides prior written approval, SDL shall not use, access, disclose, reconfigure, re-identify or aggregate the Content or Client information, nor permit any of the foregoing, for any purpose other than performing Services pursuant to the Agreement, fulfilling the obligations of this Schedule, or as strictly necessary to comply with law. 

2.8 Interpretation. The underlined headings in this Schedule are for convenience only and are not meant to be included in the interpretation of this Schedule.