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PRODUCTS
(AGREEMENT)
PLEASE READ CAREFULLY: THIS RESELLER AGREEMENT FOR UNIFY
SOFTWARE SUBSCRIPTION LICENSING PRODUCTS
(AGREEMENT) applies to the Unify software subscription
licensing products provided by Distribution Central Pty Limited ACN
006 687 056/ABN 700 06 687 056 (DC) to the entity entering into
this Agreement (Reseller) who agrees to be bound by this
Agreement.
BY CLICKING OR CHECKING THE BOX BELOW, RESELLER ACKNOLWEDGES
THAT (1) IT HAS READ THE AGREEMENT, (2) ACCEPTED THE
AGREEMENT IN ITS ENTIRETY (AND AS AMENDED FROM TIME
TO TIME), (3) THAT THE INDIVIDUAL WHO CLICKS OR CHECKS
THE BOX HAS THE AUTHORITY TO BIND THE RESELLER AND
(4) THE AGREEMENT CONSTITUTES A BINDING AND
ENFORCEABLE OBLIGATION BETWEEN DC AND RESELLER. IF
RESELLER DOES NOT ACCEPT THIS AGREEMENT, DO NOT
CLICK OR CHECK THE BOX BELOW.
RECITALS
DC shall provide certain Unify Software and Solutions GmbH & Co.
KG of Mies-van-der-Rohe-Strasse 6, 80807 Munich, Germany
(Unify) software subscription licensing (SSL) products and
services to Reseller based on the terms and conditions contained in
this Agreement.
DC and Reseller have also entered into a general Reseller
Agreement (Reseller Agreement) for the provision of goods and
services by DC to Reseller. This Agreement is in addition to the
Reseller Agreement. Where there is inconsistency between the
terms of the Reseller Agreement and this Agreement, this
Agreement will prevail only to the extent of the conflicting terms.
1. DEFINITIONS
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
End User. The end user of Reseller that uses the Products
Instances.
Feature License. Software license that enables certain features of
the Base Software to start working at the End User.
Freeware. Software that does not require payment or other
compensation (such as advertising) for its use. Freeware may be
subject to proprietary license terms with no access to the source
code.
Hosted Software Service. Supply of access to the functionalities
of the Base Software together with Software Support.
Open Source Software or OSS. Computer program that is
available in source code form from which the source code and
certain other rights normally reserved for copyright holders are
provide under a software license that permits users to study,
change and improve the software.
Product Instance. One copy of an installed Base Software product.
Release Document. Document whereby Unify release a Software
Product for certain countries.
Reporting Period. One month starting on the 16th of each month
and ending on the 15th of each month.
Single User Software. Software product supplier by DC to Reseller
under this Agreement for installation on an End Users single
computer which is not a server computer such as a desktop
personal computer, notebook, etc.
Software Product. Contractual Products that are available for
Software Subscription under this Agreement.
Software Support. Updates and Upgrades for Reseller for itself for
the licensed Base Software and for supply to its End Users for the
licensed Single User Software, and includes the right to upgrade to
the latest version of the Subscribed Software whilst this Agreement
remains in force as well as the Support Services described in the
Partner Portal.
Software Subscription. See Hosted Software Service.
Subscriber License. License of the Base Software and its
Upgrades and Updates provided under Software Support under
which it is licensed by DC and sub-licensed by DC to Reseller for the
purpose of setting up a Product Instance to provide Hosted Software
Services; and a right to grant CALs and sub-license Single User
Software and its Upgrades and Updates provided under Software
Service to its End Users. For each Product Instance a separate
Subscription Base License Key is required.
Subscription Base License Key. Initial license key for the Base
Software and its Upgrades and Updates to activate the Software
Subscription for one Product Instance.
Subscription License. Package for End Users which includes one
User License for the subscribed Base Software or, as the case may
be, one Single User Software license and Software Service.
Subscribed Software. Software Product for which as the context
admits a Subscriber License or Subscription License is acquired, as
the case may be.
1.22
1.23
1.24
1.25
1.26
2.
3.
GENERAL PROVISIONS
2.1
2.2
DC will pass the Subscription Base License Key to Reseller, and the
End User will activate it at the initial installation of each and any
Product Instance where it is required.
2.3
3.2
3.3
3.4
Unify and/or its suppliers retain all rights and title to the intellectual
property of the Software Product.
3.5
3.6
3.7
Software will be supplied in object code only. The source code will
not be provided, save where and to the extent that any Open
Source Software license mandates otherwise in respect of it.
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
4.
3.16
3.17
5.
REPORTING
5.1
Reseller shall ensure that the Software Product and Product Instance
are connected with the internet at all times, in order for Product
Instance to be counted to send Use Reports to the Unify Central
License Server. Reseller must pass through this obligation to the
End User.
5.2
5.3
If the Product Instance is not able to submit the Use Reports to the
Unify Central Licenses Server, the Product Instance will notify the
End User of the respective Software Product about the
disconnection with the internet. The Use Report must be
successfully transmitted to the Unity Central License Server within
30 days after the first day of the disconnection with the internet. If
Unify has not received the Use Report within these 30 days, the
Product Instance immediately stops working automatically. The
Product Instance can be reactivated generally by the reconnection
with the internet. In some cases the reactivation may require (field-)
6.
AUDITS
6.1
Unify has the right to audit DCs records and facilities (including data
centres) to verify DCs compliance with the Partner Agreement, for up to
two years after this Agreement. Reseller must use its best endeavours to
assist DC in complying with its audit by Unify. This includes, but is not
limited to, reasonable access to Reseller records and facilities (including
data centres) by DC or an independent accountant engaged by Unity,
where reasonable notice is given by DC or Unify. Unify or DC will pay for
the reasonable costs of the Resellers compliance with this verification.
6.2
By invoking the rights and procedures described above, Unify does not
waive its rights to enforce the Partner Agreement or to protect its
intellectual property by any other means permitted by law.
6.3
Reseller must pass through the obligations in the above clause to the End
User.
7.
PAYMENT OF FEES
7.1
Reseller agrees to pay DC the fees incurred under Unify SSL programs by
Direct Debit in accordance with the Direct Debit Agreement (SSL Fees).
7.2
Reseller will be liable to pay the SSL Fees and any other amounts owing
(regardless of whether the End User has paid Reseller) for the use of the
SSL products and services as may be advised by Unify to DC from time to
time.
7.3
SSL Fees are calculated by Resellers total actual usage for each End User
for each calendar month in arrears.
7.4
The amount stated under the invoice shall fall due within seven (7) days of
the date of invoice.
7.5
The amount stated under the invoice excludes all duties and taxes levied
or to be levied in line with the SSL products and services (including goods
and services tax (GST), delivery and insurance charges) and any other
relevant type of tax that must be paid by Reseller at the time invoice is
due. These amounts will be shown separately in the tax invoice for the SSL
Fees.
7.6
7.7
DC reserves the right to charge Reseller interest for any late payment at
1.5% per month or part thereof from the due date of payment until the
date payment is received by DC.
7.8
DC reserves the right to make adjustments to the fees where any change
is required:
DC shall provide Reseller with thirty (30) days written notice, or less if
such lesser time is provided to DC in respect of a fee adjustment under
clause 7.8.
7.10
7.11
Failure by Reseller to pay fees and any other amounts owing to DC for the
SSL program and services (including all applicable taxes) may result in the
termination of the SSL program and services.
8.
8.1