for professionals
for professionals
A one year subscription to LinguaFin® costs €49 plus VAT per user . To subscribe read this Subscription Agreement and hit the 'Accept' button at the bottom of the Agreement. Then, fill out the subscription and payment form. Your subscription will be confirmed by email. You will also receive an email notifying you when your Subscription Agreement expires a short time before it's expiry date.
LinguaFin® Subscription Agreement and Terms and Conditions
This Subscription Agreement (hereinafter known as ‘the agreement’, made between the Subscriber (hereinafter known as 'You' or 'Your' ) and LinguaBase Ltd. (hereinafter known as LinguaBase and 'Us'), sets out the terms and conditions under which the Subscriber may use the LinguaFin® website, termbase and termbase service.
Subscription Period
The subscription period will last for a period of 1 year from the date of execution of this agreement.
THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF THE LINGUAFIN® TERMBASE SERVICE.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES,THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND IT’S AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
IF YOU DO NOTHAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition,You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
The content of the LinguaFin® web site, software and termbase is subject to a disclaimer, a copyright notice and rules related to personal data protection.
This Legal Notice, Disclaimer and Terms (hereinafter “these Terms") explain the contractual agreement between You and LinguaBase and Your use of the LinguaFin® web site, termbase and software. LinguaBase has provided the LinguaFin® web site, database and software for use by subscribers.
Accepting these Terms
By using the LinguaFin® web site, database and software, you agree to the provisions contained in these Terms. If you have any questions about these Terms, please contact us at info@linguafin.com
1. DEFINITIONS
“LinguaFin®” is the brand name used to describe the multilingual financial terminology database offered for subscription on www.linguafin.com.
“LinguaBase Ltd” (hereinafter known as “LinguaBase”) is the owner and controller of the LinguaFin website, database and software.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
"Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Malicious code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Non-linguaFin.com applications " means online applications and offline software products that are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the Services
"Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.
"Purchased Termbase Service" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
"Termbase Service" means the product and services that are ordered by You under a Free Trial or an Order Form and made available by Us online via the customer login link at http://www.linguafin.com and/or other web pages designated by Us, including associated offline components, as described in 'Using LinguaFin®'. Termbase Service excludes non-LinguaBase applications.
"Using LinguaFin®" means the online user guide for the Services, accessible via login at http://www.linguafin.com , as updated from time to time. You acknowledge that You have had the opportunity to review the User Guide during the free trial described in Section 2 (30-Day Free Trial) below.
"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
"We," "Us" or "Our" means the LinguaBase company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
"Your Data" means all electronic data or information submitted by You to the Purchased Services.
2. FREE TRIAL
If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL.
YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the item headed ‘Using LinguaFin®’ during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.
We may disclose anonymous data about Your use of the Services (“Usage Statistics”) to our service providers for the purpose of helping us improve our users’ experience with the Services, or as required by law. Any such disclosures of Usage Statistics to our service providers will not include Your identity.
3. PURCHASED PRODUCT
3.1. Provision of Purchased Termbase Service.
We shall make the Purchased Termbase Service available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
3.2. User Subscriptions.
Unless otherwise specified in the applicable Order Form, (i) Termbase Service is purchased as User subscription and may be accessed by no more than the specified number of Users (normally one person), (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions.
User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned (by changing the User name) to new Users replacing former Users who no longer require ongoing use of the Termbase Service.
4. USE OF THE TERMBASE SERVICE
4.1. Our Responsibilities.
We shall: (i) provide Our basic support for the Purchased Termbase Service to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Termbase Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Termbase Service and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. (GMT), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Termbase Service only in accordance with applicable laws and government regulations.
4.2. Our Protection of Your Data.
We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 8.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Termbase Service and prevent or address service or technical problems, or at Your request in connection with customer support matters.
4.3. Your Responsibilities.
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Termbase Service, and notify Us promptly of any such unauthorized access or use, and (iv) use the Termbase Service only in accordance with the terms of this agreement and applicable laws and government regulations. You shall not (a) make the Termbase Service available to anyone other than Users, (b) sell, resell, rent or lease the Termbase Service, (c) use the Termbase Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Termbase Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Termbase Service or data contained therein, or (f) attempt to gain unauthorized access to the Termbase Service or it's related systems or networks.
4.3. Usage Limitations.
Termbase Service may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Termbase Service that enables You to provide public websites, on the number of page views by visitors to those websites. The Termbase Service provides real-time information to enable You to Monitor Your compliance with such limitations.
5. NON-LINGUABASE PROVIDERS
5.1. Acquisition of Non-LinguaBase Products and Termbase Service.
We or third parties may from time to time make available to You third-party products or Termbase Services, including but not limited to Non-LinguaBase applications and implementation, customization and other Termbase Services. Any acquisition by You of such non-LinguaBase products or Termbase Services, and any exchange of data between You and any non-LinguaBase provider, is solely between You and the applicable non-LinguaBase provider. We do not warrant or support non-LinguaBase products or Termbase Services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form. Subject to Section 5.3 (Integration with Non-LinguaBase Termbase Service), no purchase of non-LinguaBase products or Termbase Service is required to use the LinguaFin® Termbase Service except a supported computing device, operating system, web browser and internet connection.
5.2. Non-LinguaBase Applications and Your Data.
If You install or enable Non-LinguaBase Applications for use with the Termbase Service, You acknowledge that We may allow providers of those Non-LinguaFin applications to access Your Data as required for the interoperation of such Non-LinguaBase Applications with the Termbase Service. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-LinguaBase Application providers. The Termbase Service shall allow You to restrict such access by restricting Users from installing or enabling such Non-LinguaFin applications for use with the Termbase Service.
5.3. Integration with Non-LinguaBase Termbase Service.
The Termbase Service may contain features designed to interoperate with Non-LinguaBase applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Non-LinguaBase Applications from their providers. If the provider of any such Non-LinguaBase application ceases to make the Non-LinguaBase application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.
6. FEES AND PAYMENT FOR PURCHASED TERMBASE SERVICE
6.1. Fees.
You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on Termbase Service purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on annual periods that begin on the subscription start date and each annual anniversary thereof.
6.2. What You are paying for
The content of the LinguaFin database is provided free of charge. The subscription is levied to cover the cost of sourcing and translation of terminology; formatting, validation and presentation of the translated terms and on-going maintenance and development of the product.
6.3. Invoicing and Payment.
You will provide Us with valid and updated credit card or Paypal information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card or Paypal information to Us, You authorize Us to charge such credit card or Paypal for the Termbase Service listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.
Service will only be provided, once credit card or Paypal transaction has been executed.
6.4. Renewal of Service.
Service will be automatically renewed at the end of the contract period, unless You indicate otherwise on the renewal notice which will be emailed to You in advance of the subscription period end. Once this has been executed successfully, You will have no right to cancel the subscription or to receive a refund of the subscription amount.
6.5. Taxes.
Subscription rates are quoted exclusive of VAT. VAT will be added to the subscription price at the appropriate rate and the subscription rate plus VAT will be billed to your credit card or Paypal account.
7. PROPRIETARY RIGHTS
7.1. Reservation of Rights in Termbase Service.
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Termbase Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
Reproduction and/or use of all or any part of the LInguaFin Termbase content is prohibited. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any LinguaFin® Termbase content.
LinguaBase will be happy to correct mistakes or omissions where required.
The LinguaFin® Software (including the underlying data structure and all user interfaces) is owned by LinguaBase.
You acknowledge and agree that the LinguaFin® Termbase and Termbase Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
You agree not to modify, rent, lease, loan, sell, distribute any part of the Termbase content as a distinct product or to permit anyone to access or use and/or create derivative works based on this Termbase, in whole or in part.
You agree not to access the LinguaFin® Web Site and/or Termbase by any means other than through the interface that is provided by LinguaBase for use in accessing the LinguaFin® Web Site.
You agree:
Not to create an archive of the LinguaFin® Web Site and/or Termbase,
Not to electronically save portions or all, or download part or all of the LinguaFin® Web Site and/or Termbase for local or external storage,
Not to use offline browser download in connection to the LinguaFin® Web Site and/or Termbase,
Not to use automatic access to the LinguaFin® Web Site and/or Termbase, unless explicit permission has been obtained,
Not to display or distribute any part of the LinguaFin® Web Site and/or Termbase on any electronic network, including without limitation the Internet and the World Wide Web,
Not to systematically make printed or electronic copies of multiple extracts of the LinguaFin® Web Site and/or Termbase for any purpose,
Not to remove or alter the copyright notices or other means of identification or disclaimers as they appear in the LinguaFin® Web Site and/or Termbase,
You are permitted to:
Search, view, display and retrieve for translation and reference purposes portions of the LinguaFin® Web Site and/or Termbase,
Print out single copies of portions of the LinguaFin® Web Site and/or Termbase, subject to any limitations imposed by LinguaBase.
7.2. License to use website
Unless otherwise stated, LinguaBase and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.
You may view, download for caching purposes only, and print pages or other content from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.
You must not:
republish material from this website (including republication on another website);
sell, rent or sub-license material from the website;
show any material from the website in public;
reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
edit or otherwise modify any material on the website; or
redistribute material from this website
7.3. Acceptable use
You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without LinguaBase’s express written consent.
You must not use this website to transmit or send unsolicited commercial communications.
You must not use this website for any purposes related to marketing without LinguaBase’s express written consent.
7.4. Restricted access
Access to certain areas of this website is restricted. LinguaBase reserves the right to restrict access to areas of this website, or indeed this entire website, at LinguaBase’s discretion.
If LinguaBase provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.
LinguaBase may disable your user ID and password in LinguaBase’s sole discretion without notice or explanation and is not obliged to refund any subscription you may have paid.
7.5. No warranties
This website and database is provided “as is” without any representations or warranties, express or implied. LinguaBase makes no representations or warranties in relation to this website and database or the information and materials provided on this website, including the LinguaFin® terminology.
You are advised to verify the terminology and translations contained in the LinguaFin® Termbase using at least one other source.
Without prejudice to the generality of the foregoing paragraph, LinguaBase does not warrant that:
this website will be constantly available, or available at all; or
the information on this website is complete, true, accurate or non-misleading.
Nothing on this website constitutes, or is meant to constitute, advice of any kind.
Update to these Terms and to the Termbase
(a) LinguaBase may amend these Terms at any time by posting amended Terms on the LinguaFin® Website. The amended Terms shall be effective on the date such amendments are posted. LinguaBase may also add, delete or modify some or all of its Termbase Service, including without limitation, Termbase Service related to offering terminology searches at any time.
(b) LinguaBase reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the LinguaFin® Web Site and/or Termbase (or any part thereof) with or without notice. You agree that LinguaBase shall not be liable to you or to any third party for any modification, suspension or discontinuation of the LinguaFin® Web Site and/or Termbase.
7.6. Disclaimer
The Linguafin® Web Site and Termbase were designed and all LinguaFin® database content was produced and/or compiled in a specific multilingual arrangement by LinguaBase, for the purpose of providing a tool which facilitates accurate multilingual communication. Access is offered to prospective subscribers who register for a Free Trial or to subscribers who have paid the appropriate subscription fee. The information contained in LinguaFin is not intended to address the specific circumstances of any particular individual or entity. It is not necessarily comprehensive, complete, accurate or up to date.
Opinions, statements or views expressed in the Web Site do not necessarily reflect the official policy of LinguaBase
LinguaBase shall not be liable for any damages (direct, indirect, incidental, special, consequential or exemplary), even if it has been advised of the possibility of such damages. This includes but is not limited to damages (for loss of profits, goodwill, use, data or other intangible losses) resulting from the use or the inability to use the Termbase, its contents or any other matter relating to the service.
No guarantee is given that references by hyperlinks to other websites will remain available on the internet. As LinguaBase has no control over such sites and resources, you acknowledge and agree that LinguaBase is not responsible for the availability of such external sites or resources. For the same reason, LinguaBase does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that LinguaBase shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Whilst every effort is made to minimise disruption caused by technical errors, LinguaBase does not guarantee that access to the LinguaFin® Web Site and Termbase will not be interrupted, error free or otherwise affected by such problems. LinguaBase does not accept responsibility with regard to such problems incurred as a result of using this site or any linked external sites.
7.7. Limitations of liability
LinguaBase will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this Web Site including the LinguaFin® Termbase and Software:
for any indirect, special or consequential loss; or
for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.
These limitations of liability apply even if LinguaBase has been expressly advised of the potential loss.
7.8. Exceptions
Nothing in this website and database disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website and database disclaimer will exclude or limit LinguaBase’s liability in respect of any:
death or personal injury caused by LinguaBase’s negligence;
fraud or fraudulent misrepresentation on the part of LinguaBase; or
matter which it would be illegal or unlawful for LinguaBase to exclude or limit, or to attempt or purport to exclude or limit, its liability.
7.9. Reasonableness
By using this website and database, you agree that the exclusions and limitations of liability set out in this website and database disclaimer are reasonable.
If you do not think they are reasonable, you must not use this website.
7.10. Other parties
You accept that, as a limited liability entity, LinguaBase has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against LinguaBase’s officers or employees in respect of any losses you suffer in connection with the website.
Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect LinguaBase’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as LinguaBase.
7.11. Unenforceable provisions
If any provision of this website and database disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website and database disclaimer.
7.12. Indemnity
You hereby indemnify LinguaBase and undertake to keep LinguaBase indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by LinguaBase to a third party in settlement of a claim or dispute on the advice of LinguaBase’s legal advisers) incurred or suffered by LinguaBase arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.
7.13. Restrictions.
You shall not (i) permit any third party to access the Termbase Service except as permitted herein or in an Order Form, (ii) create derivate works based on the Termbase Service except as authorized herein, (iii) copy, frame or mirror any part or content of the Termbase Service, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Termbase Service, or (v) access the Termbase Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Termbase Service.
7.14. Collection of terminology.
LinguaBase will collect the text of all terminology which You search for in the LinguaFin® database, including the language of the search terminology and the language into which the search terminology requires to be translated. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate this information into any LinguaBase product or service. We reserve all rights, title and interest in and to the data collected, including all related intellectual property rights.
7.15. Personal data protection
Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein. Data provided by You will be treated with confidentially and will not be made available to any third party without Your express written permission. It will be used by LinguaBase solely for the purpose of managing Your subscription and any ancillary activity which LinguaBase may deem necessary.
7.16. Suggestions.
We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Termbase Service any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Termbase Service.
7.17. U.S. Federal Government End Use Provisions.
We provide the Termbase Service, including related software and technology, for ultimate federal government end use solely in accordance with the following:
Government technical data and software rights related to the Termbase Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
7.18. Assignment
LinguaBase may transfer, sub-contract or otherwise deal with LinguaBase’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.
7.19. Severability
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
8. CONFIDENTIALITY
8.1. Definition of Confidential Information.
As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Termbase Service; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. Protection of Confidential Information.
The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
8.3. Compelled Disclosure.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s
Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
9.0. Breaches and Amendments
9.1. Breaches of these terms and conditions
Without prejudice to LinguaBase’s other rights under these terms and conditions, if you breach these terms and conditions in any way, LinguaBase may take such action as LinguaBase deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
9.2. Variation
LinguaBase may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.
9.3. Entire agreement
These terms and conditions constitute the entire agreement between you and LinguaBase in relation to your use of this website and database, and supersede all previous agreements in respect of your use of this website and database.
9.4. Law and jurisdiction
These terms and conditions will be governed by and construed in accordance with the laws of the Republic of Ireland, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of the Republic of Ireland.
10.0. LinguaBase Details
LinguaBase Ltd. is registered with Companies Registration Office, Dublin, Ireland. You can find the online version of the register at www.cro.ie. LinguaBase Ltd.’s registration number is 527483.
LinguaBase Ltd.’s [TAX] number is [NUMBER].
[LinguaBase’s registered address is 22 Northerland Rd., Ballsbridge, Dublin 4, Ireland.
You can contact LinguaBase by email to info@linguabase.com