DEVELOPMENT LICENCE SCHEDULE

This DEVELOPMENT LICENCE SCHEDULE (“Development Licence Schedule”) is part of and subject to the Agreement and is hereby incorporated by reference. Any terms not defined in this Development Licence Schedule shall have the meaning assigned to them in the Agreement.

1. DEFINITIONS

“Licence Term” is twelve (12) months from the Effective Date of the Agreement. 

2. LICENCE GRANT 

2.1 Licence Rights. During the Licence Term and subject to the terms and conditions set forth in the Agreement, SDL grants Partner a limited, non-exclusive, non-transferable, revocable licence (without sublicence rights) to use the SDL Software for the sole purpose of (i) educating its personnel as to the use and functionalities of SDL Software, (ii) developing and testing an integration of Partner software with the public interfaces of the SDL Software, and (iii) to enable or assist an End User with the deployment of SDL Software, provided that Partner personnel has the required expert knowledge and such End User has bought non- production environment licence(s) required for the SDL Software.

2.2 Access. Partner is responsible for maintaining the confidentiality of any password associated with any account that Partner uses to access the SDL Software. Partner will be solely responsible for all activities that occur under the Partner account. 

3. SUPPORT

Partner can access SDL Support Services for the SDL Software in accordance with the then current SDL Customer Support Service Policy for partners. 

4. WARRANTY 

SDL provides the SDL Software to Partner on an “AS IS” basis. Partner assumes the responsibility for its access and use of the SDL Software at its own risk. SDL makes no warranties, whether express, implied or statutory, regarding or relating to the SDL Software, or any other materials, documentation or services provided to Partner hereunder, including but not limited to any warranty that the SDL Software will meet Partner requirements or that the operation of the SDL Software will be uninterrupted or error free.

5.TERMINATION

5.1 Each party may terminate the licence granted herein by giving ten (10) days written notice to the other party.

5.2 Within five (5) days after termination, Partner shall return or destroy (at SDL’s sole discretion) the SDL Software and shall provide written certification of return or destruction of all copies of the SDL Software, if any (including without limitation copies contained in hardware memory or otherwise loaded on hardware).

SDL Limited is a part of the RWS Group Plc.