OmniTranslate####Summary####The following terms, conditions and notices (the “Agreement”) govern your subscription to and use of OmniTranslate. This Agreement is a legally binding contract between you and Solutions for Growth Consulting S.L., (”S4G”). Your use of the Service constitutes your agreement to all such terms, conditions, and notices, including any materials available on the S4G website incorporated by reference herein, including but not limited to S4G’s privacy policy and legal terms, available at http://s4g.es/omnitranslate/terms, the terms of which are incorporated by reference. ##If you do not agree to this Agreement and/or the Policies, you may not use the Service. We reserve the right to change the terms, conditions, and notices under which the Service is offered, including but not limited to the charges associated with the use of the Service. Such changes will become effective five (5) business days after being posted on the S4G website. If you do not agree to the changes to the Agreement, Policies or the pricing for the Service, you must discontinue your use of the Service immediately.####Subscription####When you purchase a subscription to the Service through an order form (the “Order Form”), You will provide information such as Your name, address, email address, credit card number or other details. ##We may subsequently require further details to enable the processing of any additional Orders that You make. You agree to provide Us with current, complete and accurate Information and We agree not to sell or disclose Your Information to third parties without Your consent.##During pre-release, features are subject to delivery by S4G on an as-available basis. As available, the S4G website contains more complete description of these features. You agree that your purchases of the subscription is neither contingent on the delivery of any future functionality or features not dependent on any oral or written public comments made by S4G regarding future functionality or features.####Trial Period####We will make the Service available free of charge until the earlier of (a) thirty days after your acceptance of this Agreement or (b) the start date of any Services ordered by you. If you elect not to purchase a subscription to the Service after the trial period, this Agreement will automatically terminate.####Customer Support####Customer Support for your subscription is included in your monthly subscription fee. Email support is available 24 hours, 7 days per week at omnitranslate@s4g.es. or through our website located at http://s4g.es. More details about support and additional support information will become generally available on the S4G website.####Payment####Your subscription fee is billed on the first day Service. The subscription is automatically renewed according to your subscription terms and billed in advance on successive billing dates. The subscription can be canceled for any reason at the end of your current billing period. No refunds of pre-paid subscription fees will be made. Customer will not have access to the Service following cancellation. S4G will delete all information within 60 days of cancellation. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.####License Grant & Restrictions####S4G hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by S4G and its licensors. You are responsible for the use of the Services by each of your Users. You may not access the Service if you are a direct competitor of S4G, except with S4G’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features or functions of the Service, or (c) copy any ideas, features or functions of the Service. You may use the Service only for your internal business purposes and shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service.####Intellectual Property Ownership####S4G alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to any S4G technology, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. ##This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, any S4G technology or other intellectual property rights owned by S4G. The S4G name, the S4G logo, and the product names associated with the Service are trademarks of S4G or third parties, and no right or license is granted to use them. ##We shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you. You shall not give us any feedback that is subject to any license obligations or other restrictions on use.####Account Information and Data####S4G will not disclose your confidential data without your prior consent. S4G may use aggregate information which does not identify you as an individual for internal analysis and external marketing purposes. We will comply at all times with the S4G Privacy Policy with respect to the use and disclosure of your data.####Linked Sites####S4G provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.####Limited Warranty####S4G represents and warrants that it will provide the Service “as is” without warranty of any kind, and that the Service will perform substantially in accordance with online documentation with normal use and circumstances. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR FREE.##S4G will do the translations using Google Translate API, and S4G assumes no responsibility of the accuracy or correctness of the translations.##The warranties set forth in this Section are expressly subject to the limitation of liability defined in “Limitation of Liability” section and apply to You only and not to any third party.##S4G SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. S4G IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.####Representations####Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. You represent and warrant that your use of the Service shall comply with all applicable laws, rules and regulations.####Indemnification####S4G shall defend you against any claim, demand, suit, or proceeding (”Claim”) made or brought against you by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give S4G written notice of the Claim; (b) give S4G sole control of the defense and settlement of the Claim; and (c) provide to S4G all reasonable assistance, at S4G’s expense. ##You shall defend S4G against any Claim made or brought against S4G by a third party alleging that your use of the Service infringes or misappropriates the intellectual property rights of a third party or violates applicable law, rules or regulations, and shall indemnify S4G for any damages finally awarded against, and for reasonable attorney’s fees incurred by, S4G in connection with any such Claim; provided, that S4G (a) promptly gives you written notice of the Claim; (b) gives you sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release S4G of all liability); and (c) provide to you all reasonable assistance, at S4G’s expense. This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.####Limitation of Liability####THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH S4G MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE S4G SERVICE.##WE AND/OR OUR SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO S4G’S SERVICES AT ANY TIME.. EXCEPT AS SET FORTH IN THE “LIMITED WARRANTY” SECTION ABOVE, WE AND/OR OUR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES AVAILABLE FROM S4G FOR ANY PURPOSE. ##TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE AND/OR OUR SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ##TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE AND/OR OUR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF S4G’S SERVICES, WITH THE DELAY OR INABILITY TO USE THE S4G SERVICE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OBTAINED THROUGH THE S4G SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF S4G’S SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR ANY OF OUR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ##IN NO EVENT SHALL S4G’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. ##BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE S4G SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.####Termination####We reserve the right, in our sole discretion, to terminate this Agreement and your access to the Service and any related services or any portion thereof at any time, after a one month notice. The “Privacy Practices,” “Intellectual Property Ownership,” “Indemnification,” “Limitation of Liability” and “General” sections shall survive termination of this Agreement for any reason.####Customer Reference####You agree that we can use your company name and logo in connection with marketing and promoting S4G.####Assignment; Change in Control####This Agreement may not be assigned by you without the prior written approval of S4G but may be assigned without your consent by S4G to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of S4G directly or indirectly owning or controlling 50% or more of you shall entitle S4G to terminate this Agreement for cause immediately upon written notice.######Notice####S4G may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in S4G’s account information, Such notice shall be deemed given upon the expiration 12 hours after sending (if sent by email). You may give notice to S4G (such notice deemed given when received by S4G) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to S4G at the following address: Solutions for Growth Consulting S.L., Calle María de Molina 37, 1ª Planta, Madrid, 28006; in either case, addressed to the attention of: Chief Financial Officer.####General####This Agreement shall be governed by laws of Spain, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts located in Madrid, Spain. ##No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. ##This Agreement, together with any applicable Order Form and the Policies, comprises the entire agreement between you and S4G and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.##We may assign Our rights under this agreement without Your consent. You may not assign Your rights without Our consent. ####Questions or Additional Information####If you have questions regarding this Agreement or wish to obtain additional information, please send email us at appexchange@s4g.es.####This Agreement was last revised June 28th, 2018.## ##SALESFORCE.COM TERMS & CONDITIONS:##If salesforce.com is not listed as the provider of this application, or if the provider listed is Salesforce Labs, then the application is not provided or warranted by salesforce.com. You and/or other users at your company may be able to use this application to access your or your company's data in the salesforce.com system. However, using this application may also result in transmission of such data out of the salesforce.com system. To the extent data is transmitted out of the salesforce.com system, salesforce.com is not responsible for the privacy, security or integrity of that data.
