Wordfast Anywhere End User License Agreement.
This End User License Agreement (the “EULA”) is between You and Wordfast LLC and governs Your use of Wordfast Anywhere (“the Software”).
Section 1. Delivery and Acceptance
The Software is deemed to be delivered and accepted by You on the date it is made available to you.
You agree to be bound by the terms of this EULA from the acceptance date. If You do not have the authority to enter into this EULA or You do not agree to with its terms, do not use the Software.
Section 2. License
Subject to Your purchase of a license to the Software and compliance with this EULA, Wordfast grants You a non-exclusive and non-transferable license to use the Software and related Documentation for Your internal use in accordance with and for the term (if any) specified in any applicable Order.
Section 3. Beta and Trial Use
Beta versions of the Software may contain bugs, errors, or other issues. Therefore, they may not be used in Your production environment(s) unless otherwise permitted by Wordfast in writing. If Wordfast provides You access to generally-available Software for limited, temporary trial use, Your use is permitted for the period limited by the license key or by Wordfast in writing. If there is no period identified, any trial use will expire thirty (30) days after the product is made available to You. Notwithstanding the foregoing, Wordfast, in its discretion, may end the beta or trial at any time, at which point You will no longer have access to any related data, information, and files and You should immediately cease any further use. Furthermore, beta and trial products are provided “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and Wordfast will not have any liability relating to Your use of such Software.
Section 4. Ownership
Wordfast retains exclusive ownership in all intellectual property rights in and to the Content and Software and all underlying technology and associated Documentation related thereto and reserves all rights, title and interest therein, as well as in any Derivative Works. You authorize Wordfast to use any feedback and ideas You provide in connection with Your use of the Software for any purpose. The Software, including its object code and source code, whether or not provided to You, is Confidential Information of Wordfast. You may not exercise any right, title and interest in and to the Content, Software Documentation or any related intellectual property rights, except for the limited usage rights granted in this EULA. You agree, on behalf of Yourself and Your affiliates, that You and Your affiliates will take no action inconsistent with Wordfast’s intellectual property rights. This EULA is not an agreement of sale, and does not transfer any title, intellectual property rights or ownership rights to the Content, Software or Documentation to You. You acknowledge and agree that the Content, Software, Documentation and all ideas, methods, algorithms, formulae, processes and concepts used in developing or incorporated into the Content, Software or Documentation, all future Upgrades, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Content, Software or Documentation, as applicable, all Derivative Works based on any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of Wordfast, having great commercial value to Wordfast.
Section 5. Limitations and Restrictions
Unless expressly authorized by Wordfast in writing or otherwise permitted under applicable law, You will not: (a) sell, resell, transfer, sublicense, or assign Your rights under this license (except as expressly provided herein); (b) modify, adapt or create Derivative Works of the Software or Documentation; (c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code; (d) make the functionality available to third parties, whether as an application service provider, or on an outsourcing, membership or subscription, rental, service bureau, cloud service, managed or hosted service, or other similar basis; (e) use Software that is licensed for a specific device, whether physical or virtual, on another device; (f) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks; (g) use the Content with third-party products or service offerings that Wordfast has not identified as compatible with the Software, extract Content or provide Content to a third party; (h) combine or merge any part of the Software or Documentation with or into any other software or documentation, except as provided in Section 18 below; (i) refer to or otherwise use the Software as part of any effort to develop software (including any routine, script, code, or program) having any functional attributes, visual expressions or other features similar to those of the Software or (j) run or operate the Software in a cloud, Internet-based computing or similar on-demand computing environment unless Wordfast specifically allows such use.
Section 6. Upgrades
You may not use Upgrades of the Software unless You have and comply with a valid license for the Software and have paid any fee applicable to the Upgrade.
Section 7. Use by Authorized Users
You may allow Authorized Users to use the Software solely on Your behalf for Your internal operations. You are responsible for ensuring that Authorized Users comply with the terms of this EULA and You are liable for any breach of the same by such Authorized Users. To the extent permitted by applicable law, You must ensure that third parties using the Software on Your behalf bring all claims related to the Software through You and waive all claims directly against Wordfast related to those claims.
Section 8. Third Party Products
If You use the Software in conjunction with third party products, You are responsible for complying with the third-party providers’ terms and conditions and privacy policies, and all such use is at Your risk. Wordfast does not provide support or guarantee ongoing integration support for products that are not a native part of the Software.
Section 9. Limited Warranty and Disclaimer
Section 10. Limitations and Exclusions of Liability
In no event will Wordfast or its licensors be liable for the following, regardless of the theory of liability or whether relating to or arising out of this EULA, Your Order, the Software or otherwise, even if a party has been advised of the possibility of such damages: (i) indirect, incidental, exemplary, punitive, special or consequential damages; (ii) interruption or loss of business; or (iii) loss of revenue, profits, goodwill or anticipated sales or savings. All liability of Wordfast, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to You, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed, in the aggregate, the total fees attributable to the twelve (12) month period before the initial claim and paid or payable by You under the applicable Order. This limitation of liability for Software is cumulative and not per incident. Nothing in this EULA limits or excludes any liability that cannot be limited or excluded under applicable law.
Section 11. Audit
During the license term for the Software and for a period of three (3) years after its expiration or termination, You will take reasonable steps to maintain complete and accurate records of Your use of the Software sufficient to verify compliance with this EULA. No more than once per twelve (12) month period, You will allow Wordfast and its auditors the right to examine such records and any applicable books, systems (including Wordfast product(s) or other equipment), and accounts, upon reasonable advanced notice during Your normal business hours. If the audit discloses underpayment of license fees, You will pay such fees plus the reasonable cost of the audit within thirty (30) days of receipt of written notice.
Section 12. Term and Termination
Section 13. Confidential Information and Data
Section 14. Indemnification
Section 15. US Government End Users
The Software and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to FAR 12.212 and DFARS 227.7202. All U.S. Government end users acquire the Software and Documentation with only those rights set forth in this EULA. Any provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government.
Section 16. Export
The Software, products, technology and services are subject to US and local export control laws and regulations. You and Wordfast each will comply with such laws and regulations governing use, export, re-export, and transfer of Software, products and technology and will obtain all required US and local authorizations, permits or licenses. You may not use or otherwise export or re-export the Software except as authorized by United States laws and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
Section 17. Survival
Sections 4, 5, 9, 10, 11, 13-17, 19-23 and 25 shall survive termination or expiration of this EULA.
Section 18. Interoperability
If required by applicable law, Wordfast will provide You with the interface information needed to achieve interoperability between the Software and another independently created program. Wordfast will provide this interface information at Your written request. You will keep this information in strict confidence and strictly follow any applicable terms and conditions upon which Wordfast makes such information available.
Section 19. Third Party Beneficiaries
This EULA does not grant any benefits to any third party unless it expressly states that it does. In particular, no person other than a party to the EULA can enforce or take the benefit of any of its terms under the Contracts (Rights of Third Parties) Act 1999.
Section 20. Governing Law and Venue
This EULA, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of New York, USA and without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The federal and state courts located in the County of New York, State of New York have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the EULA or its formation, interpretation or enforcement and each party hereto hereby consents and submits to the exclusive jurisdiction of such courts. Regardless of the below governing law, either party may obtain interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of intellectual property or proprietary rights without the necessity of posting a bond or other security or of proving damages.
If You are a public sector agency or government institution located in the United States, the laws of the primary jurisdiction in which You are located will govern the EULA and any disputes arising out of or related thereto. For U.S. Federal Government customers, this EULA shall be controlled and construed under the laws of the United States of America.
Section 21. Integration
If any portion of this EULA is found to be void or unenforceable, the remaining provisions of this EULA shall remain in full force and effect. Except as expressly stated or as expressly amended in a signed agreement, this EULA is the complete agreement between the parties with respect to the Software and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral) regarding this subject matter. In the event of any conflict, the order of precedence is: (i) this EULA and (ii) the applicable Order. The parties agree that the English version of the EULA will govern in the event of a conflict between it and any version translated into another language. Wordfast and the Wordfast logo are trademarks or registered trademarks of Wordfast and/or its affiliates in the U.S. and other countries.
Section 22. General Provisions
Section 23. Notification
Wordfast may provide You with notice via email, regular mail and/or postings on the www.wordfast.com website or any other website used with the Software. Notices to Wordfast should be sent to Wordfast, Office of General Counsel, 1250 Broadway, New York, NY 10001 unless this EULA, applicable supplemental terms or an Order specifically allows other means of notice.
Section 24. Force Majeure
Except for payment obligations, neither party will be responsible for failure of performance due to an event beyond the affected party’s reasonable control, including accidents, severe weather events, acts of God, actions of any government agency, pandemic, acts of terrorism, or the stability or availability of the Internet or portions thereof.
Section 25. Reservation of Rights, Subcontracting and Modifications
Failure to enforce any right under this EULA will not waive that right.
Section 26. Definitions
"Authorized User(s)" means the individuals You authorize to access the Software, including Your employees or third parties that access the Software solely on Your behalf for Your internal operations.
"Cloud Service" means the Wordfast hosted software-as-a-service offering or other Wordfast cloud-enabled feature described in an Order.
"Confidential Information" means non-public proprietary information of Wordfast obtained by You in connection with this EULA, which: (i) is conspicuously marked; or, (ii) if verbally disclosed, is summarized in writing to You within 14 days; or (iii) is information which by its nature should reasonably be considered confidential.
"Content" means any Wordfast-provided content or data, including, but not limited to, geographic or domain information, rules, signatures, threat intelligence or other threat data feeds, suspicious URLs and IP address data feeds.
"Customer Data" means all information and data that You or an Authorized User provides or transfers to Wordfast or that the Software collects from You, Your Authorized User(s) or Your system(s), in connection with Your use of the Software, including but not limited to data related to those Authorized Users. Customer Data does not include Telemetry Data.
"Derivative Work" means a work that is based on one or more preexisting works (such as a revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed or adapted) which, if created without the authorization of the copyright owner of the preexisting work, would constitute copyright infringement.
"Documentation" means the Wordfast user or technical manuals, training materials, specifications, privacy data sheets or other information applicable to the Software.
"Order" means an ordering document (including a web or other electronic form) that specifies the duration, type and quantity of Software to be provided and the associated fees (if relevant).
"Personal Data" means any information that can be used to identify an individual and may include name, address, email address, phone number, login information (account number and password), marketing preferences, social media account information, or payment card number.
"Software" means the binary image of Wordfast computer programs (including Upgrades) which could be a downloadable file, delivered on physical media, pre-installed on the on-premise computer system, resident in ROM/Flash (system memory) or cloud-hosted, and purchased or licensed from Wordfast.
"Telemetry Data" means all information and data that the Software generates in connection with Your use, including but not limited to, network policy, log and configuration information; threat intelligence data, URLs, metadata or net flow data; origin and nature of malware; the types of software or applications installed on a network or an endpoint; information about the devices connected to a network; information generated by sensors, devices and machinery; information related to the usage, origin of use, traffic patterns or behavior of the users of a network or Software; and information relating to the existence of cookies, web beacons, and other similar applications.
"Wordfast", "we", "our" or "us" means Wordfast LLC or its applicable affiliate(s).
"Upgrades" means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software.
"You" and "Your" means the individual or legal entity licensing the Software under this EULA.