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Acclaro User Agreement

Posted: July 17th, 2017

Thank you for using Acclaro.com and any of our subsidiary websites and services! This User Agreement ("UA") covers your use and access to all Acclaro operated services, software, connectors, APIs and websites ("Services")

The Acclaro Privacy Policy explains how we collect, use and protect your information while our User Agreement outlines your responsibilities when using our Services. By using our Services, you're agreeing to be bound by these policies and agreements. If you're using our Services for an organization, you're agreeing to these Terms on behalf of that organization.

Your Content

When you use our Services, you may provide us with content such as files, translation glossaries, memories, terminologies, instructions, comments, emails, contacts and so on ("Your Content"). Your Content is owned by you. This UA does not provide Acclaro with any rights to Your Content except for the limited rights that enable us to offer our Services.

By requesting Services from us, you provide us, our affiliates (translators, reviewers, editors, engineers, etc…) and trusted third parties with permission to access, translate, edit, manage, track, host, share, back up and so on, for all your Content that you’ve shared with us, as part of our normal business operations.  

Any of Your Content that you share with Acclaro that is uploaded from 3rd party content Connectors such as Box, Dropbox, Google Drive, Zendesk, Hubspot adheres to the same policies as if the files were directly uploaded from local devices.

Sharing Your Content

Our Services may let you share Your Content with others, so please be careful when doing so.

Your Responsibilities

You're responsible for Your Content and your behavior when using our Services. You must comply with our User Agreement. You many only share Your Content with us that you have property rights to do so. If you do not have intellectual property rights, you many not copy, upload, download or share content with our Services.

At any time, we may review your conduct and content for compliance with this User Agreement, but we have no obligation to do so and are not responsible if people post and share content via our Services that we were unaware that they didn’t have the intellectual property rights to do so.

Please keep your password to the Services secure by making sure others don't have access to it.

Our Services are not intended for and may not be used by people under the age of 13. By using our Services, you are representing to us that you're over 13.

Downloaded Translations

Our Services allow you to download translated content ("Translations"). If you own the intellectual property rights of the Source content (Your Content), you maintain these rights with the Target content (Translations). You will also have property rights to any updated secondary Translation files worked on by our Services, such as translation memories, glossaries and style guidelines.

Beta Services

We sometimes offer products and features that we are still testing and evaluating. These Services will have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as their production versions. Please keep this in mind when using our Services while in this state.

Our Services

Our Services are protected by copyright, trademark, and other US and foreign laws. This UA does not grant you any right, title or interest in the Services, others' content in the Services, Acclaro trademarks, logos and other brand features. Your feedback is welcome, but we may use any submitted comments or suggestions without any obligation or notification to you.

Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to copyright@acclaro.com. We reserve the right to delete or disable content, accounts and users alleged to be infringing, especially if repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

Acclaro, Inc.
1 Bridge Street
Irvington, NY, 10533
copyright@acclaro.com

Termination

You may stop using our Services at any time. We reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you're not complying with this UA, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others' use of the Services. We reserve the right to terminate and delete your account if you haven't accessed our Services for 12 consecutive months, with notice via the email address associated with your account before we do so.

Services "AS IS"

We do our best to ensure our Services delight our customer, but there are certain aspects of operating our Services that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, ACCLARO AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some places don't allow the disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR ACCLARO’S OR ITS AFFILIATES’ FRAUD, FRAUDULENT MISREPRESENTATION, OR GROSS NEGLIGENCE, IN NO EVENT WILL ACCLARO, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR:

(A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR

(B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THIS WILL BE REGARDLESS OF WHETHER OR NOT ACCLARO OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ADDITIONALLY, ACCLARO, ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES.

Resolving Disputes

We will always look to address your concerns without needing a formal legal case. Before filing a claim against Acclaro, you agree to try to resolve the dispute informally by contacting dispute-notice@acclaro.com. We'll try to resolve the dispute informally by contacting you via email.

You and Acclaro agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Irvington, New York, subject to the mandatory arbitration provisions below. Both you and Acclaro consent to venue and personal jurisdiction in such courts.

IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

You and Acclaro agree to resolve any claims relating to this UA or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Irvington (NY), or any other location we agree to.

The AAA rules will govern payment of all arbitration fees. Acclaro will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Acclaro will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Either you or Acclaro may assert claims, if they qualify, in small claims court in Irvington (NY) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Irvington, NY to resolve your claim.

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.

Controlling Law

This UA will be governed by New York law except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.

Entire Agreement

This UA constitutes the entire agreement between you and Acclaro with respect to the subject matter of this UA, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this UA. This UA creates no third party beneficiary rights.

Waiver, Severability & Assignment

Acclaro’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of this UA will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under this UA, and any such attempt will be void. Acclaro may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise this UA from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised UA.