Definitions Schedule

Acceptable Use Policy

Our policy on acceptable use of the Services (as Updated from time to time), which as at Order Acceptance is the latest version available at https://go.xtm.cloud/legal/acceptable-use-policy

Account Manager

Your XTM account representative.

Affiliate

means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010.

Agreement

has the meaning set out in clause 1.1 of the Terms.

Applications

means the software or applications used by or on behalf of Us to provide the Subscribed Services.

Approved Users

means, in respect of the relevant Subscribed Service, the named users authorised by You to use that Subscribed Service in accordance with the terms of the Agreement.

Business Day

means a day other than a Saturday, Sunday or bank or public holiday in England.

Concurrent Users

means, in respect of each Subscribed Service, the number of Approved Users who may use that Subscribed Service at any one time as set out in the Order Form.

Customer/You/Your(s)

means the legal entity identified as the Customer/You in the Order Form.

Data Processing Agreement

means the Data Processing Agreement available at https://go.xtm.cloud/legal/data-processing-agreement.

Data Protection Laws

means:

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data; and

(b) to the extent the GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Supplier is subject, which relates to the protection of Personal Data.

Documentation

means:

(a) the description of the relevant Subscribed Service (as Updated from time to time), which as at Order Acceptance is the latest version available at https://xtm.ai (the Description); and

(b) in respect of each Subscribed Service, the relevant instructions as to how to use that part of the Services made available by Us at https://help.xtm.cloud/ or as provided by Us in writing (as Updated from time to time) (the User Manual).

Fees

means the subscription fees detailed in an Order Form together with any other amounts payable to Us under the Agreement.

Feedback

has the meaning given in clause 10.5 of the Terms.

Force Majeure

means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.

Free or Trial Service

means any Subscribed Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis).

GDPR

means the General Data Protection Regulation, Regulation (EU) 2016/679).

Intellectual Property Rights

means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future; and

(e) wherever existing.

Non-Supplier Materials

means all services, data, information, content, Intellectual Property Rights, websites, software and other materials controlled or owned by or on behalf of a third party (excluding Affiliates) the use of which is subject to a separate agreement or licence between You and the relevant third party (including such Non-Supplier Materials which may be linked to, interact with or used by the Services) and all other materials expressly identified as Non-Supplier Materials in the Agreement.

Open Source Software

means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of this Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of the Agreement.

Order Acceptance

means the effective date of the relevant Order Form.

Order Form

means the electric or physical form (including its schedules, annexes and appendices, if any) ordering the Subscribed Services entered into by or on behalf of You and Us, incorporating the Terms (and as varied by the parties by agreement in writing from time to time).

Our Confidential Information

means all information (whether in oral, written or electronic form) relating to Our business which may reasonably be considered to be confidential in nature including information relating to Our technology, know-how, Intellectual Property Rights, assets, finances, strategy, pricing, products and customers. All information relating to the Documentation, the Description and any other technical or operational specifications or data relating to each Subscribed Service shall be part of Our Confidential Information.

Permitted Downtime

means:

(a) scheduled maintenance and installation services which We will use reasonable endeavours to undertake on weekends between 6pm on Friday and 8am Monday (CET time) unless requested by You and mutually agreed;

(b) emergency maintenance; or

(c) downtime caused in whole or part by Force Majeure.

Permitted Purpose

means use solely for Your internal business operations and in accordance with the applicable Documentation and the Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:

(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing (save to the extent permitted by clause 3.1 of the Terms), leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Subscribed Service or Documentation;

(b) permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to Your Affiliates for the Permitted Purpose));

(c) combining, merging or otherwise permitting any Subscribed Service (or any part of it or any Application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or

(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Services (or any part), except as expressly permitted under the Agreement.

Personal Data

has the meaning given in the General Data Protection Regulation, Regulation (EU) 2016/679).

Policies

means each of the following:

(a) the Acceptable Use Policy; and

(b) the Privacy Policy.

Privacy Policy

Our privacy policy in relation to the Services (as Updated from time to time), which as at Order Acceptance is the latest version available at https://xtm.ai/legal/privacy-policy.

Protected Data

has the meaning given in the Data Protection Agreement.

Relief Event

means:

(a) any breach of the Agreement by You; or

(b) any Force Majeure.

Renewal Date

has the meaning given in clause 19.1 of the Terms.

Service Hours

means twenty-four (24) hours a day, seven (7) days a week excluding Permitted Downtime.

Services

means the Subscribed Services and the Support Services.

Subscription Term

means (subject to clauses 19 and 20 of the Terms) in respect of each Subscribed Service, the duration during which such services are to be provided as initially set out in the Order Form and as varied in accordance with the Agreement.

Subscribed Services

means each cloud service to which You have subscribed as set out in the Order Form (and Subscribed Service shall refer to each respective service separately).

Supplier/XTM/We/Us/Our

shall in mean:

(a) in the case of orders made via XTM’s website, XTM International Limited; or

(b) for all other orders, the legal entity identified as the Supplier in the applicable Order Form.

Supplier Provided Materials

means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided or made available by or on behalf of Us, but excluding all of Your Data and all Non-Supplier Materials.

Service Level Agreement/SLA

means the service level agreement available at https://xtm.ai/legal/service-level-agreement

Support Subscription Package

means the level of Support Services purchased by You and set out in the Order Form. We offer three levels of Support Services: Standard, Silver and Gold. The Support Subscription Packages are detailed in the SLA.

Support Services

means, in respect of the relevant Subscribed Service, the support services provided by Us to You as described in the SLA and at the level detailed in the Order Form.

UK GDPR

means the “applied GDPR” as defined in section 3 of the Data Protection Act 2018.

Update

has the meaning given in clause 6.2 of the Terms, and Updated shall be construed accordingly.

Update Notification

has the meaning given in clause 6.1 of the Terms.

Upgrade(s)

has the meaning given in clause 5.2 of the Terms.

VAT

means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

Virus

means any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware).

XTM Cloud

means the translation management software provided by Us.

XTM International, Inc.

a corporation registered in the state of Delaware under number 5450150 whose principal place of business is at 510 Clinton Square, Rochester, New York, 14604.

XTM International Limited

a company registered in England and Wales under company number 04217452 whose registered office is c/o Azets Burnham Yard, London End, Beaconsfield, Bucks, United Kingdom, HP9 2JH.

XTM Subscription Agreement Terms

means the Terms, as Updated from time to time.

XTM’s Website

means https://xtm.ai

Your Data/Customer Data

means all data (in any form) that is provided to Us or uploaded or hosted on any part of any Service by You or by any Approved User and any translations of the same produced by the Subscribed Services (but excluding Feedback).

Your Systems

means all software and systems used by or on behalf of Your Affiliates, any of Your or their direct or indirect sub-contractors, or any Approved User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly).