Last Updated: August 2, 2011
1. Terms of the legal agreement with SYSTRAN
1.1 Your use of any of SYSTRAN’s products, software, services and/or web sites (referred to collectively as the “Services”, each one being referred to as a “Service”, in this document and excluding any services provided to you by SYSTRAN under a separate written agreement) is subject to the terms of a legal agreement between you and SYSTRAN. “SYSTRAN” means SYSTRAN S.A., a French société anonyme registered under the unique identification number RCS Paris 334 343 993, whose registered office is at 5 rue Feydeau – 75002 Paris – FRANCE.
This document explains how the above-mentioned legal agreement is made up, and sets out some of the terms of such agreement.
1.2 Unless otherwise agreed in writing with SYSTRAN, your agreement with SYSTRAN will always include, at a minimum, the terms and conditions set out in this document (referred to below as the “General Terms”).
1.3 Your agreement with SYSTRAN may also include the terms of any specific terms applicable to certain Services, in addition to the General Terms. The relevant specific terms are referred to below as the “Supplemental Terms”. Where Supplemental Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The General Terms, together with the relevant Supplemental Terms, as may be applicable, form a legally binding agreement between you and SYSTRAN in relation to your use of the Services, referred to below as the “Terms”. It is important that you take the time to read them carefully.
1.5 In the event of any contradiction between the provisions of the Supplemental Terms and those of the General Terms, the Supplemental Terms shall always prevail in relation to the relevant Service.
2. Acceptance of the Terms
2.1 You may not use the Services unless you first accept to be bound by the Terms.
2.2 You can accept the Terms by:
- (A) clicking to accept or agree to the Terms, where this option is made available to you by SYSTRAN in the user interface for any Service; or
- (B) by your actual use of the Services. In this case, you acknowledge and accept that the Terms will apply to each of your uses of the Services from the moment you start using the Services.
2.3 Your acceptance of the Terms shall be deemed an unconditional agreement to be bound by each provision of the Terms, without any exceptions or qualifications whatsoever from you. If you do not agree to all of the provisions of the Terms, do not access or use the Services.
2.4 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with SYSTRAN, (b) you are a person barred from receiving the Services under the laws of France or other countries including the country in which you are resident or from which you use the Services, or (c) for purposes contrary to public order and morality.
2.5 Before you continue, you should print off or save a local copy of the General Terms for your records.
3. Modification of the Terms by SYSTRAN
3.1 Any of the General Terms or Supplemental Terms may be amended by SYSTRAN from time to time without prior notice to you. The amended Terms will apply between SYSTRAN and yourself with effect from the moment when such amendment to the General Terms is made available here, and in the case of Supplemental Terms, from the moment when such amendment is made available within, or through, the relevant Services, without any need for any other formality. SYSTRAN therefore invites you to consult the Terms on a regular basis.
3.2 You understand and agree that your use of the Services after the General Terms or Supplemental Terms, as the case may be, have been changed, will be deemed acceptance of such updated General Terms or Supplemental Terms.
4. Language
4.1 If you use the Services from a country other than France, you acknowledge and agree that any translation from the English language versions of the Terms is provided to you by SYSTRAN for your information only and that the English language versions of the Terms will be the only binding versions which will govern your relationship with SYSTRAN. In the event of any contradiction between the terms of the English language version of the Terms and the terms of a translation of the Terms, the English language version shall prevail.
4.2 If you use the Services from France, you acknowledge and agree that any translation from the French language versions of the Terms is provided to you by SYSTRAN for your information only and that the French language versions of the Terms will be the only binding versions which will govern your relationship with SYSTRAN. In the event of any contradiction between the terms of the French language version of the Terms and the terms of a translation of the Terms, the French language version shall prevail.
5. Provision of the Services by SYSTRAN
5.1 You acknowledge and agree that the Services may be provided to you on behalf of SYSTRAN by SYSTRAN’s foreign subsidiaries and affiliated legal entities (“Subsidiaries and Affiliates”) in accordance with the Terms.
5.2 You acknowledge and agree that SYSTRAN may change from time to time without prior notice to you the form and nature of the Services at its sole discretion, as a result of SYSTRAN’s improvement, enhancement and further development of the Services.
5.3 You acknowledge and agree that SYSTRAN may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at SYSTRAN’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform SYSTRAN when you stop using the Services, unless you wish to terminate your legal agreement with SYSTRAN, in which case, the provisions of clause 15 shall apply.
5.4 You acknowledge and agree that SYSTRAN may disable access to your account which will prevent you from accessing some or all of the Services, your account details or any files or other content which is contained in your account.
5.5 You acknowledge and agree that SYSTRAN may in its sole discretion decide to set or change a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service.
5.6 SYSTRAN may interrupt, without notice, access to all or part of the Services, without any liability to you, in order to permit maintenance operations to be carried out and/or for development necessary for the proper functioning of the Services and for the improvement of the Services.
6. Cookies
SYSTRAN employs cookie technology and reserves the right, for the purposes of the Services, to place cookies on your computer and access them. Please read our privacy policy for more information on our use of cookies which can be viewed online here.
7. Your undertakings in relation to your use of the Services
7.1 You may be asked to provide to SYSTRAN certain personal data and information in order to allow you to identify yourself as an individual, such as identification or contact details (referred to below as “Personal Data”) as part of the registration process for the Services, or as part of your continued use of the Services. You undertake to provide SYSTRAN with Personal Data which will always be accurate, complete and up to date. Personal Data will be collected and treated by SYSTRAN as described in clause 9 below.
7.2 You undertake to use the Services only for purposes that are in strict compliance with (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws governing the export of data or software to and from France, your country of residence or other relevant countries) and you shall take no actions which would cause SYSTRAN to be in violation of any law, ruling or regulation applicable to it.
7.3 Unless a specific authorisation has been granted to you by SYSTRAN in a separate agreement, you undertake not to access (or attempt to access) any of the Services in a manner not expressly permitted by SYSTRAN and in particular by any means other than through the interface provided by SYSTRAN. You specifically undertake not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) or any other means not intentionally made publicly available or provided for through the Services.
7.4 You undertake not to engage in any activity that may alter, interfere with, damage, overburden or disrupt the Services (or the servers and networks which are connected to the Services).
7.5 Unless a specific authorisation has been granted to you in a separate agreement with SYSTRAN, you undertake not to reproduce, duplicate, copy, sell, trade, resell or make available the Services to third parties for any purpose.
7.6 You agree that you are solely responsible for (and that SYSTRAN has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which SYSTRAN may suffer) of any such breach. You undertake to indemnify, defend and hold SYSTRAN and its Subsidiaries and Affiliates harmless against the consequences of any such breach.
8. Your password and account security
8.1 You agree and understand that you are responsible for the protection of the confidentiality of passwords associated with any account you use to access the Services.
8.2 Accordingly, you agree that you solely will be responsible to SYSTRAN and to third parties for all consequences of the use of your passwords and accounts and for all activities that occur under your account, and that SYSTRAN may under no circumstances be held liable for any fraudulent use of your passwords and account. If you become aware of any unauthorized use of your password or of your account, you shall immediately notify SYSTRAN at: [email protected].
9. Privacy and Personal Data
9.1 SYSTRAN’s registered office is located in France and the servers permitting the use of the Services may also be located in France. If this is the case, the Terms shall be governed by certain mandatory provisions of French law, and in particular by the provisions of French law n°78-17 dated 6 January 1978 regarding IT, files and freedoms, as amended by French law n°2004-801 dated 6 August 2004. You may require SYSTRAN to access your Personal Data, may object to and withdraw your consent to the use of your Personal Data, modify, correct or delete such Personal Data in accordance with the provisions of French law n°78-17 dated 6 January 1978. Such rights can be exercised by sending a letter by registered post to SYSTRAN at its registered office as indicated in clause 1 of the General Terms. SYSTRAN is authorised, and insofar as is necessary, you hereby authorise SYSTRAN, to communicate the data and/or information which it is required to communicate to the Commission Nationale de l’Informatique et des Libertés (National IT and Freedoms Commission) in respect of you, and shall also be authorised to communicate data or information relating to you if required to do so by law or by judicial order. For detailed information about SYSTRAN’s data protection practices, please read SYSTRAN’s privacy policy here. This policy explains how SYSTRAN treats your Personal Data, and protects your privacy, when you use the Services.
9.2 You agree to the use of your Personal Data in accordance with SYSTRAN’s privacy policy, and if applicable, in accordance with French law n°78-17 dated 6 January 1978, as amended by French law n°2004-801 dated 6 August 2004, and accept that SYSTRAN may also pass your Personal Data to its Subsidiaries and Affiliates, for the purpose of provisions of the Services or any other purpose as may be accepted by you.
10. Advertisements and Content of the Services
10.1 In consideration of SYSTRAN granting you access to and use of the Services, you agree that SYSTRAN may place advertisements and promotions in the Services (“Advertisements”).You agree that the manner, mode and extent of the Advertisements can be changed without prior notice to you.
10.2 Some information to which you may have access as part of, or through your use of, the Services, other than by actual performance of the Services, is the sole responsibility of the person from which such content originated. All such information, including but not limited to the Advertisements is referred to below as the “Content”.
10.3 You hereby acknowledge that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the persons who provide that Content to SYSTRAN, including but not limited to the sponsors or advertisers (or by other persons or companies on their behalf). Accordingly, any full or partial use, representation, reproduction, modification, renting, lease, loan, sale, distribution or creation of derivative works based on this Content by any procedure whatsoever and in any medium whatsoever shall constitute an infringement of such intellectual property rights, unless you have been granted specific authorisation to do so by the owners of that Content in a separate agreement.
10.4 SYSTRAN shall have the right, but no obligation to monitor and/or review, flag, filter, modify, refuse to post or remove, in whole or in part, the Content of any Service. However, while SYSTRAN does not review all Content, SYSTRAN reserves the right to delete, move, or edit out any Content which SYSTRAN, in its sole discretion, deems abusive, defamatory, obscene, or otherwise in violation of any applicable laws. You may notify to SYSTRAN any such Content that you consider to be in violation of any applicable laws by sending a letter by registered post to SYSTRAN at its registered office as indicated in clause 1 of the General Terms.
10.5 You agree that you solely are responsible for (and that SYSTRAN has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which SYSTRAN may suffer) by doing so.
11. Proprietary rights of SYSTRAN and its licensors
11.1 SYSTRAN (or each SYSTRAN’s licensors) owns and/or has legal authority to all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You acknowledge and agree that the Services may contain information which is designated confidential by SYSTRAN and you undertake that you shall not disclose such information without SYSTRAN’s prior written consent.
11.2 The Terms strictly forbid you to use, represent, reproduce, whether in all or in part, any of SYSTRAN’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features, and consequently, any such use, representation or reproduction by any means or in any form whatsoever of all or part, whether or not qualitatively or quantitatively substantial, without the prior written authorisation by SYSTRAN shall constitute inter alia an infringement of such intellectual property rights. In particular and without limitation, SYSTRAN prohibits the use of the SYSTRAN logo as a “hot” link to any Services for commercial purposes unless the establishment of such a link is approved by SYSTRAN.
11.3 Subject to the obtention of a prior written authorisation from SYSTRAN to use any of its trade names, trade marks, service marks, logos, domain names, and other distinctive brand features, you undertake, when using the same, to comply strictly with the terms of such authorisation and any applicable provisions of the Terms.
11.4 You undertake not to remove and to keep intact any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or appear within the Services.
11.5 Other than the limited license set forth in clause 13 below, SYSTRAN shall obtain no right, title or interest from you (or your licensors) under the Terms in or to any of your Contributions (as such term is defined in clause 13 below), including any intellectual property rights which subsist in that Contribution (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with SYSTRAN, you agree that you are responsible for protecting and enforcing those rights and that SYSTRAN has no obligation to do so on your behalf.
11.6 Unless you have been granted a prior specific written authorisation by SYSTRAN, you undertake in your use of the Services not to use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
11.7 It is SYSTRAN’s policy to respond to notices of alleged infringement of copyright, trade mark or any other intellectual property rights arising under all applicable intellectual property laws and to terminate the accounts of repeated infringers.
12. License from SYSTRAN
12.1 Unless provided differently in any Supplemental Terms which may be applicable, SYSTRAN gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by SYSTRAN as part of the Services as provided to you by SYSTRAN (referred to as the “Software” below). This license is for the sole purpose of enabling you to fully use the Services as provided by SYSTRAN, always in compliance with the Terms.
12.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been authorised to do so by SYSTRAN, in writing.
12.3 Unless SYSTRAN has given you prior written authorisation to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer all or any part of your rights to use the Software.
13. License from You
13.1 Before displaying, posting and/or submitting for translation any file, text, web page, and/or any content whatsoever on or through, the Services, you shall ensure that you are entitled to do so and that you either are the author of such content or have obtained a prior written authorisation to use such content from its author. SYSTRAN shall under no circumstances be held liable for the consequences of any infringement of this clause.
13.2 You retain copyright and any other rights already held by you in any file, text, web page, and/or any content whatsoever which you translate, submit, post or display on or through, the Services, including ideas, suggestions, documents, and/or proposals through SYSTRAN’s suggestion or feedback web pages, collectively referred as “Contributions” and each one, a “Contribution”.
13.3 The Services are not intended to process any confidential information which you may submit. Consequently, and with the exception of the Personal Data referred to in clause 9 above, any Contribution which you submit, post or display on or through, the Services, will in no way be deemed confidential.
13.4 By submitting, posting or displaying the Contributions on or through, the Services, you shall grant SYSTRAN a perpetual, definitive, irrevocable, worldwide, royalty-free, sub-licensable and non-exclusive license to store, reproduce, transmit, excerpt, adapt, modify, translate, publish, publicly perform, publicly display and distribute for any purpose, in any way, in any media worldwide any Contribution which you submit, post or display on or through, the Services. You agree not to be entitled to any compensation or reimbursement of any kind from SYSTRAN under any circumstances under this license.
13.5 It is hereby specified for the avoidance of doubt, that pursuant to the license described in clause 13.4 above, SYSTRAN shall:
- be allowed to make such Contributions available to other companies, organizations or individuals, including but not limited to its users, with whom SYSTRAN has relationships for the provision of syndicated services;
- be allowed to use such Contributions in connection with the provision of those Services
- be entitled in providing the Services to its users, to transmit, distribute or make available your Contribution over any public networks and in any media; and make such necessary changes to your Contribution in order to adapt it to the technical requirements of connecting networks, devices, services or media.
13.6 YOU CONFIRM AND WARRANT TO SYSTRAN THAT YOU HAVE ALL THE RIGHTS, POWER AND AUTHORITY NECESSARY TO GRANT THE LIMITED LICENSE REFERRED TO IN THIS CLAUSE 13.
13.7 YOU REPRESENT, WARRANT AND COVENANT TO SYSTRAN THAT NO CONTRIBUTION SUBMITTED BY YOU OR THROUGH YOUR ACCOUNT WILL (I) VIOLATE, PLAGIARIZE, OR INFRINGE UPON THE RIGHTS OF ANY THIRD PARTY, INCLUDING COPYRIGHT, TRADEMARK, PRIVACY OR OTHER PERSONAL OR PROPRIETARY RIGHTS; OR (II) CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL INFORMATION.
13.8 YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SYSTRAN AND/OR ITS SUBSIDIARIES AND AFFILIATES HARMLESS FROM ANY CLAIM OR DEMAND MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF ANY CONTRIBUTION SUBMITTED, POSTED OR TRANSMITTED, BY YOU OR BY ANY USER OF YOUR ACCOUNT.
13.9 It is reminded for the avoidance of doubt that the limited license granted under this clause 13 shall survive the termination of the Terms, in accordance with the provisions of clause 15.5 below.
14. Software updates
The Software which you use may automatically download and install updates from time to time from SYSTRAN. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit SYSTRAN to deliver these to you) as part of your use of the Services and any such updates provided are subject to the Terms.
15. Termination of the legal agreement with SYSTRAN
15.1 The legal agreement (Terms) can be terminated by either you or SYSTRAN as set out below.
15.2 If you want to terminate your legal agreement with SYSTRAN, you may do so by giving written notice to SYSTRAN’s registered office at any time and closing your accounts for all of the Services which you use, where SYSTRAN has made this option available.
15.3 SYSTRAN shall be entitled to terminate the legal agreement with you at any time, upon occurrence of any of the following events, with or without notice, as it may deem appropriate:
- (A) any breach by you of any provision of the Terms and/or generally any actions incompatible with the rules of the functioning and use of the Services, or showing your intention not to, or inability to, comply with the provisions of the Terms; or
- (B) if it becomes contrary to any law or regulation for SYSTRAN to maintain its legal agreement with you and/or to maintain the provision of the Services or if the termination of the legal agreement between you and SYSTRAN is required by law; or
- (C) termination of SYSTRAN’s relationship with any partner with whom SYSTRAN offered the Services to you or termination of the provision of certain Services by such partner; or
- (D) SYSTRAN’s decision to stop providing the Services to users in the country in which you are resident or from which you use the Service; or
- (E) any event beyond SYSTRAN’s reasonable control that prevents it from continuing to provide a Service (for example, without limitation, technical difficulties, capacity problems and communications failures); or
- (F) SYSTRAN in its sole discretion considers that the provision of the Services to you is no longer commercially viable.
15.4 This clause is without prejudice of SYSTRAN’s rights regarding provision of Services under clause 5 of the Terms.
15.5 The termination of the Terms shall not extend to those legal rights, obligations and liabilities, and in particular, without limitation, pursuant to clauses 11 and 13, which continue indefinitely, whether or not expressly stated as such, and which shall continue unaffected, and the provisions of clause 18.8 shall continue to apply to such rights, obligations and liabilities indefinitely.
16. Exclusion of Warranties
16.1 NOTHING IN THESE TERMS, INCLUDING CLAUSES 16 AND 17, SHALL EXCLUDE OR LIMIT SYSTRAN AND/OR ITS SUBSIDIARIES AND AFFILIATES WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL WILL APPLY TO YOU AND SYSTRAN’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16.2 THE SERVICES ARE PROVIDED “AS IS AND AS AVAILABLE”, WITHOUT ANY GUARANTEE OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, SUCH AS WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT. SYSTRAN AND ITS SUBSIDIARIES AND AFFILIATES GIVE NO UNDERTAKINGS AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, WITH REGARD TO THE RELEVANCE, CONTINUITY, ACCURACY, RELIABILITY, COMPLETENESS, ABSENCE OF ERRORS, VERACITY, TIMELINESS, QUALITY, VALIDITY, AVAILABILITY, USEFULNESS AND FITNESS FOR A PARTICULAR PURPOSE OF (I) THE SERVICES, (II) THE TRANSLATION OBTAINED BY THE USE OF THE SERVICES AND (III) ANY CONTENT. YOU SHALL BE FULLY RESPONSIBLE FOR THE RISKS INCURRED BY RELYING ON, AND FOR ALL CONSEQUENCES OF YOUR USE OF, (I) THE SERVICES, (II) THE TRANSLATION OBTAINED BY THE USE OF THE SERVICES AND (III) ANY CONTENT. ANY LIABILITY, HOWEVER IT OCCURS, FOR ANY SUCH DAMAGE OR LOSS IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
16.3 SYSTRAN, ITS SUBSIDIARIES AND AFFILIATES DO NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED OR THAT SYSTRAN, ITS SUBSIDIARIES AND AFFILIATES WILL CORRECT ALL ERRORS OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED AS PART OF THE SERVICES, OR THAT THE SERVICES ARE OR WILL BE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. YOU ARE SOLELY RESPONSIBLE FOR TAKING ALL APPROPRIATE MEASURES TO PROTECT YOUR OWN DATA AND/OR COMPUTER FROM CONTAMINATION BY ANY VIRUSES THAT MAY BE CIRCULATING ON THE INTERNET.
16.4 YOU ARE REMINDED THAT THE CONFIDENTIALITY OF CORRESPONDENCE CANNOT BE GUARANTEED ON THE NETWORK.
16.5 NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SYSTRAN OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THE TERMS.
17. Liability
17.1 SYSTRAN STRIVES TO ACHIEVE THE HIGHEST POSSIBLE TRANSLATION ACCURACY, BUT YOU ARE REMINDED THAT NO AUTOMATED TRANSLATION IS PERFECT NOR IS IT INTENDED TO REPLACE HUMAN TRANSLATORS. YOU SHOULD NOTE THAT THE QUALITY OF THE SOURCE TEXT SIGNIFICANTLY AFFECTS THE QUALITY OF THE TRANSLATIONS. CONSEQUENTLY, NEITHER SYSTRAN, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES AND LICENSORS SHALL ASSUME ANY LIABILITY UNDER ANY CIRCUMSTANCES IN CONNECTION WITH THE QUALITY OF THE TRANSLATION OBTAINED BY THE USE OF THE SERVICES.
17.2 YOU SHALL BE FULLY RESPONSIBLE FOR THE RISKS INCURRED BY PLACING YOUR RELIANCE ON, AND FOR ALL CONSEQUENCES OF YOUR USE OF (I) THE SERVICES, (II) THE TRANSLATION OBTAINED BY USE OF THE SERVICES AND/ OR ANY (III) CONTENT.
17.3 SUBJECT TO THE OVERALL PROVISIONS IN CLAUSE 16.1 ABOVE NEITHER SYSTRAN NOR ANY OF ITS SUBSIDIARIES, AFFILIATES AND LICENSORS WILL UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR:
- A. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGE, ARISING FROM OR ASSOCIATED WITH THE USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR INCOME, LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF REPUTATION OR LOSS OF OPPORTUNITY, LOSS OF DATA, AND ANY OTHER LOSS OR DAMAGE OF ANY KIND, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, HOWEVER ARISING, WHETHER INCURRED DIRECTLY OR INDIRECTLY AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
- B. ANY LOSS OR DAMAGE WHICH YOU MAY HAVE INCURRED, INCLUDING BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF:
- I. ANY CHANGES TO THE SERVICES MADE BY SYSTRAN, OR ANY INTERRUPTION IN THE SERVICES, OR PART OF THE SERVICES, WHETHER TEMPORARY OR PERMANENT.
- II. ANY RELIANCE PLACED BY YOU ON THE RELEVANCE, COMPLETENESS, ACCURACY, ABSENCE OF ERRORS, VERACITY, TIMELINESS, QUALITY, AVAILABILITY, USEFULNESS AND FITNESS FOR A PARTICULAR PURPOSE OF (I) THE SERVICES, (II) THE TRANSLATION OBTAINED BY USING THE SERVICES AND / OR (III) ANY CONTENT INCLUDING ANY ADVERTISEMENT.
- III. DELAYS, ERRORS, OPERATING PROBLEMS, TECHNICAL FAILURE OR INCOMPATIBILITY BETWEEN THE SERVICES AND YOUR FILES, YOUR BROWSER OR ANY OTHER PROGRAM USED TO ACCESS THE SERVICES, NOR ANY OTHER TECHNICAL DIFFICULTIES OUTSIDE SYSTRAN’S CONTROL.
- IV. DISTRIBUTION OF A VIRUS THROUGH THE SERVICES, WHICH MAY INFECT YOUR COMPUTER SYSTEM FOLLOWING CONNECTION TO THE SERVICES, USE OF THE SERVICES OR BROWSING OF THE SERVICES.
- V. YOUR FAILURE TO PROVIDE SYSTRAN WITH ACCURATE PERSONAL DATA.
- VI. YOUR FAILURE TO KEEP YOUR PASSWORD OR PERSONAL DATA SECURE AND CONFIDENTIAL.
17.4 NOTWITHSTANDING THE ABOVE, ANY LIABILITY OF SYSTRAN, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, HOWEVER IT OCCURS, FOR ANY DAMAGE OR LOSS DESCRIBED IN THIS CLAUSE 17 SHALL NOT EXCEED THE PRICE, IF ANY, PAID BY YOU TO SYSTRAN FOR THE RELEVANT SERVICES.
17.5 THE LIMITATION OF SYSTRAN’S LIABILITY TO YOU DESCRIBED IN THIS CLAUSE 17 SHALL APPLY WHETHER OR NOT SYSTRAN HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
17.6 YOU SHALL PROMPTLY NOTIFY SYSTRAN OF ANY CLAIMS BROUGHT AGAINST YOU BY THIRD PARTIES IN CONNECTION WITH AN ALLEGED INFRINGEMENT BY SYSTRAN OF AN INTELLECTUAL PROPERTY RIGHT. SYSTRAN RESERVES THE RIGHT BUT SHALL HAVE NO OBLIGATION, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY SUCH CLAIMS. IN SUCH CASE, YOU AGREE TO COOPERATE WITH SYSTRAN’S DEFENCE OF SUCH CLAIM.
17.7 YOU SHALL INDEMNIFY, DEFEND AND HOLD SYSTRAN, ITS SUBSIDIARIES AND AFFILIATES AND ALL THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, LICENSORS AND LICENSEES OF SYSTRAN AND THOSE OF ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ALL AND ANY EXPENSES, LOSSES, LIABILITIES, DAMAGES, COSTS OR DISBURSEMENTS INCURRED OR SUFFERED AND ANY CLAIMS OR LEGAL PROCEEDINGS WHICH ARE BROUGHT OR THREATENED, IN EACH CASE ARISING FROM (I) YOUR USE, OR THE USE OF ANY USER OF YOUR ACCOUNT, OF THE SERVICES AND/OR (II) ANY BREACH BY YOU, OR BY ANY USER OF YOUR ACCOUNT, OF THE TERMS OR (III) ANY VIOLATION BY YOU, OR BY ANY USER OF YOUR ACCOUNT, OF ANY RIGHTS OF THIRD PARTIES THROUGH THE USE OF THE SERVICES. SYSTRAN RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY CLAIM FOR WHICH THE INDEMNIFIED PARTIES ARE ENTITLED TO INDEMNIFICATION UNDER THIS CLAUSE, SUBJECT TO INDEMNIFICATION BY YOU. IN SUCH EVENT, YOU AGREE TO COOPERATE WITH SYSTRAN’S DEFENCE OF SUCH CLAIM.
18. Miscellaneous
18.1 The Terms shall govern only your relationship with SYSTRAN, and its Subsidiaries and Affiliates, to the exclusion of any relationship which you may enter into incidentally with any other person or company as a result of, or through your use of the Services, when using a service or downloading software, or purchasing goods, provided by such person or company.
18.2 The Terms constitute the entire legal agreement between you and SYSTRAN. These General Terms replace any prior General Terms entered into between you and SYSTRAN in relation to the Services, but shall in no way affect the validity of any Supplemental Terms pre-existing these General Terms.
18.3 Any notices by SYSTRAN in connection to the Services may be provided to you either by email, regular mail, or postings on the Services.
18.4 No failure to exercise, nor any delay in exercising, on the part of SYSTRAN, any right or remedy under the Terms or under any applicable law, shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or future exercise thereof or the exercise of any other right or remedy. The rights and remedies of SYSTRAN provided for by the Terms are cumulative and not exclusive of any rights or remedies provided by law.
18.5 If, at any time, any provision of the Terms is or becomes illegal, invalid or unenforceable in any respect pursuant to any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
18.6 You acknowledge and agree that the Terms shall benefit the Subsidiaries and Affiliates and that they shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than by virtue of this provision, no other person or company shall be third party beneficiaries of the Terms.
18.7 The Terms, and your relationship with SYSTRAN under the Terms, shall be governed by and construed in accordance with French law.
18.8 The competent courts within the jurisdiction of the Court of Appeal of Paris, France, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Terms (a “Dispute”).You agree that the competent courts within the jurisdiction of the Court of Appeal of Paris, France are the most appropriate and convenient courts to settle Disputes and accordingly you will not seek to argue to the contrary. Notwithstanding the above provisions, which are for the benefit of SYSTRAN only, SYSTRAN shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, SYSTRAN may take concurrent proceedings in any number of jurisdictions.
SYSTRAN®, SYSTRANet®, SYSTRANBox®, SYSTRANLinks®, are registered trademarks or service marks of SYSTRAN.
Copyright 2009 SYSTRAN. All rights reserved. The SYSTRAN Logo is a registered service mark of SYSTRAN.
