Master Subscription Services Agreement

DO NOT USE THE ENCLOSED SOFTWARE SERVICE UNTIL YOU (“CLIENT”) READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SDL Limited 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 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, 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 that allows Client to use the Service. 

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.

2. USE OF SERVICES AND CONTENT.

2.1 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. 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. 

2.2 Usage Restrictions. Client shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify SDL promptly of any such unauthorized use. Client shall not transmit any data that it has reason to believe is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious, including material harmful to children or violative of third party privacy rights, and Client shall indemnify and defend SDL from and against any breach of the foregoing restriction. In addition, Client shall not (a) copy, use, reproduce, distribute, republish, download display, post or transmit in any form or means the Services, (b) transfer, lease, loan, resell for profit or otherwise, distribute, or otherwise grant any rights in the Service in any form to any other party in whole or in part, including without limitation to provide processing services to third parties for commercial timesharing or for rental or sharing arrangements, (c) modify, adapt, decompile, disassemble, reverse engineer, create derivative works or otherwise attempt to derive source code from, the Service environment in whole or in part, or (d) remove, modify, obscure and/or otherwise deface any copyright, trademark or other proprietary rights notices in the Service or Documentation. 

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 Client Feedback and Product Enhancement. Client grants SDL and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestions, enhancements, recommendations or other feedback provided by Client relating to the operation of the Services. SDL solely for the purpose of enhancement and development of its products reserves the right to deploy telemetry software to record the nature of use and performance of the product through collection of anonymous usage data.

2.6 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.

2.7 Acceptable Use Policy. Client acknowledges that neither SDL nor its suppliers or licensors exercise any control over the Content provided by Client when using the Service, and that it is the sole responsibility of the Client that such information complies with the Acceptable Use Policy set forth in Schedule B. 

2.8 Client Responsibilities. It is Client’s responsibility to ensure that Client data is backed up.

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 taxes, 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. WARRANTY.

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 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 https://www.sdl.com/static/corporate/SAAS-Privacy-Policy-v1.7-Jan-2019.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 (notices for any applicable term renewals may also be provided via email to the address listed in the applicable Order Form). 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 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.

SCHEDULE A 

SUPPORT LEVEL AGREEMENT

This Schedule A supplements and is incorporated into the Master Subscription Services Agreement to which it is attached, and any capitalized terms not defined herein shall have the meanings assigned to them therein.

1. Scope of Support 

    a. During the Term, the Services include the updates and upgrades that are made publicly available to SDL’s customer base. 

    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 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. Services will be provided to Client in accordance with the relevant section of 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 Customer 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, and Central Europe. 

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: 

4. SDL Customer Support Service Policy Changes 

This Schedule A reflects the SDL Customer Support Service Policy with respect to the provision of Support Services in force on the Effective Date of this Agreement. The SDL Customer Support Service Policy is available at the following link: https://sdl.com/customer-support-service-policy. 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 Customer Support Service Policy.

SCHEDULE B 

ACCEPTABLE USAGE POLICY (AUP)

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), guidelines, directions, policies and/or other requirements including, without limitation, all applicable state, federal, national, and international internet, data, telecommunications, marketing, telemarketing, “spam,” and import/export laws and regulations. 

1.2 Prohibited Use. Without limiting the restrictions set forth in Section 2.2 of the Agreement, Client agrees not permit the Service to be used to transmit or disseminate or process any: 

    a. Personal data (information relating to an identified person or from which a person can be identified), individual’s financial records and medical or health records; 

    b. junk mail, spam, or unsolicited material to persons or entities that have not agreed to receive such material or to whom the Client does not otherwise have a legal right to send such material; 

    c. 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; 

    d. material or data, that is illegal, or material or data, that is harassing, coercive, defamatory, libellous, abusive, threatening, obscene, or otherwise objectionable, materials that are harmful to minors or excessive in quantity, 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; 

    e. 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; 

    f. material or information that is false, misleading, or inaccurate; 

    g. material that would expose SDL, any third-party service provider involved in providing the Service, or any other third party to liability; 

    h. 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

    i. 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. 

2.3 Filters. SDL reserves the right in its reasonable discretion to install and use any appropriate devices to prevent violations of this AUP, including devices designated to filter or terminate access to the Service. 

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

2.5 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 content available to others, as long as that content is compliant with this AUP. 

2.6 Privacy. SDL will use reasonable skill to provide the Service and except as stated in this Agreement, SDL makes no guarantee regarding and assumes no liability for, the security and integrity of any Content or information Client transmits via the Service. 

2.7 Violation. In the event of the breach of or failure to comply with this AUP 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 the access to the Services. Such actions may be taken by SDL with prior notice to Client. As soon as it 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. 

2.8 Modifications to Policy. This AUP may be changed by SDL upon a thirty (30) days prior written notice. 

2.9 Compliance. Each party will perform under this AUP in accordance with applicable laws and will indemnify the other for its breach of this AUP. 

2.10 Indemnification. Client will indemnify, defend and hold SDL and its Affiliates harmless against any claim, suit or proceeding made against SDL alleging that the Content in breach of this AUP, infringes or misappropriates a third party’s Intellectual Property Rights or violates applicable law, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against SDL.