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Terms Of Use :
These terms of use ("Terms of Use") apply to the use of the Database, as defined below. Please read these Terms carefully before using the Database. The User (hereinafter "USER") accepts and agrees that the use of the Database is governed by these Terms of Use and that it is bound by these Terms of Use. 1. Definitions 1.1 The following words and phrases shall have the meanings and definitions set forth below: (a) "Database" means a collection of Data, systematically selected, processed, maintained and updated by TDA with its taxonomy of domain and private index categories. (b) "Data" means the Language Data as developed by Data Provider or licensed to Data Provider by a third party under terms that allows Data Provider to provide the Data in the context of this Agreement and supplied by Data Provider to TDA for further use by itself, its Members and non-members. (c) "Derivative Work" means a work based upon one or more preexisting works, such as Data, in which a work may be recast, transformed or adapted. A work consisting of editorial revisions, annotations, elaborations or other modifications, which as a whole represent an original work of authorship, is a derivative work. Non-material modifications to a preexisting work do not constitute a derivative work. (d) "Language Data" means all data consisting of a source side of the translation, and the matching target side, which has the same meaning as the source side in a different language and associated metadata, indicating the language pair and other pertinent information about this source/target pairs. (e) "Member" is a party that has paid an admission fee and is officially registered as a member of TDA. (f) "TDA" means TAUS Data Association (TDA) a Netherlands association, currently residing at Oosteinde 11, 1483 AB De Rijp, The Netherlands 2. Right to use the Database 2.1 TDA grants USER a personal, non-transferable, non-exclusive right to use the Database in accordance with these Terms of Use. The right to use the Database solely includes the right to use the target side of the translation units in a commercial product. 2.2 The right to access and use the Database is limited to the remote access and/or use of the Database by means of electronic access via the Internet for purposes of processing, retrieving and leveraging the Data. The USER may not resell data as if it is its own new translation. 2.3 Except as expressly stipulated in these Terms of Use or except as expressly allowed by mandatory law, the USER may not - nor permit any third party to - (a) copy, make available, sublicense or otherwise commercialise the Database, (b) modify, translate or otherwise create a derivative work of the Database, (c) disassemble, decompile or reverse engineer the object code or source code of the Database. 2.4 TDA may take technical measures to protect the Database. The USER may not remove or circumvent such technical measures. 2.5 TDA reserves the right to audit - or to have a third party audit - whether USER complies with the granted rights regarding the use of the Database and/or the Data. 2.6 The USER is responsible for meeting the technical and functional requirements (provided by TDA to the USER) in order to be able to access and use the Database. The use of the Database and/or the Data is for the USER's own account and risk. The use of electronic communication facilities in order to gain access to the Database is also for the USER's own account and risk. TDA will in no event be liable for any damage, loss or costs, including loss of Data, or any inability of the USER to use the Database as a result of a shortcoming, defect or other malfunction of the aforesaid electronic communication facilities. Furthermore, the risk of loss or theft of or damage to the Data will at all times be borne by the USER. 3. USER's obligations 3.1 The USER warrants it will correctly and properly use the Database and/or the Data, which includes but is not limited to compliance with the terms of these Terms of Use. The USER may in any case not use the Database and/or the Data for any acts and/or conduct contrary to the law, public order, public decency or these Terms. Furthermore, the USER's acts and/or conduct must be in accordance with what may in all respects be expected of a responsible and diligent USER. 4. Intellectual property rights 4.1 All ownership rights and all copyrights, sui generis database rights and patent rights in respect of the Database exclusively vest in TDA and its licensors. Furthermore, TDA exclusively owns all rights in any ideas, concepts, know-how, documentation, techniques with respect to the Database as well as the technology (other than the Data) available on the servers of TDA, unless the technology is licensed to TDA. The intellectual property rights to the Data including any trademark rights vest with the Member or any other third party provider and are licensed to TDA. 5. Functioning of the Database 5.1 The Database is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall TDA or the owners of Data vis-àis the USER be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out, or in connection with the use of the Database and the Data. 5.2 TDA shall not be liable for any damage, loss, demand, liability, claim, cost or expense (including litigation costs and attorney's fees) of whatever kind, caused by or resulting from the use of the Database and Data. 5.3 This Article does not limit TDA' liability for direct damages caused by gross negligence or willful intent by the board of directors or the executive management of TDA provided that USER (a) provides written notice of the claim and any such threatened claim promptly to TDA; (b) gives TDA sole control of the defense and settlement of the claim; (c) provides to TDA, at USER's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without TDA's prior written consent. TDA's aggregate liability under this Agreement shall not exceed five thousand Euro's (5000 .). 6. Miscellaneous 6.1 TDA may (i) suspend access to and/or the use of the Database, or (ii) terminate the granted rights to USER, with immediate effect upon written notice if USER breaches the terms of these Terms of Use and/or otherwise acts unlawful against TDA (including but not limited to infringing TDA' rights in the Database). If the rights granted to USER under these Terms of Use terminate, USER shall immediately cease using the Database and destroy any and all entry codes and/or passwords. Upon termination (for whatever reason) TDA shall have no duty or obligation to convert the Data. 6.2 Dutch law shall govern these terms and conditions. All matters arising out of or relating to these terms and conditions shall be irrevocably submitted to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands. 6.3 TDA may amend these Terms of Use. Any such amendments will be reported to the USER on beforehand. Any continued use of the Database by USER will subsequently constitute acceptance of the Conditions (as amended). 6.4 In the event that one or more provisions of these Terms of Use should be determined by an arbitral tribunal or court having competent jurisdiction to be null and void or non-binding, the other provisions of these Terms of Use will continue to be effective. In such case, the parties are obliged to replace the non-binding provisions with other provisions that are binding, in such a way that the intended economic result of the new provisions differs as little as possible from the intended economic result of the original provisions, taking into account the object and the purpose of these Terms of Use. If a part or parts of the Terms of Use rendered void, invalid or unenforceable substantially impair the value of the whole Terms of Use to any Party, such party may cancel and terminate the Terms of Use by giving written notice to the other party. 6.5 Any term or condition of a purchase order, invoice or other communication between the Parties which in any way differ from or add to the terms and conditions of these Terms of Use will not become binding upon the Parties unless made the subject of an amendment to these Terms of Use. Either Party's failure to object to any term or condition contained in any purchase order, invoice or other communication between the Parties shall not be deemed a waiver of the provisions hereof.
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