RESELLER SCHEDULE

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

In addition to the terms of the Agreement, the following terms and conditions of this Reseller Schedule shall apply in relation to Partner’s resale of SDL Software. 

1. DEFINITIONS 

“1st Line Support” means call logging as received from an End User regarding requests for support, call categorisation, call closing, call progression and call management regarding the SDL Software and initial trouble shooting based on questions and answers.
“2nd Line Support" means receipt of open support call from the 1st Line Support, incident evaluation and error reproduction, incident resolution and call escalation liaising with SDL.
“3rd Line Support” means the research and development capability of SDL, which receives open calls from the 2nd Line Support, conducts resolution planning, creates emergency fixes, test and document the fixes and reports back to 1st Line Support, all in accordance with the SDL Customer Support Service Policy.
“Licenced Product(s)” for the purpose of this Reseller Schedule means the SDL Software (and SDL Support Services, if applicable) specified in the relevant Order Form and related Documentation.
“Reseller Discount” means the applicable reseller discount stated in the Partner Agreement Summary. 

2. APPOINTMENT OF RESELLER 

2.1 Subject to Partner’s compliance with the terms and conditions of the Agreement, (including this Reseller Schedule, SDL hereby appoints Partner for the Term of this Agreement as a nonexclusive reseller of the Licenced Product(s) in the Territory as specified in the Partner Agreement Summary.

Specifically, SDL reserves the right to: 

2.1.1 deal directly in the Licenced Product(s) in the Territory, including the right to licence End Users directly, via Internet distribution or otherwise;
2.1.2 licence distributors and other resellers to distribute the Licenced Product(s) in the Territory;
2.1.3 provide SDL Support Services in the Territory;
2.1.4 enter into arrangements or agreements with third parties (including but not limited to End Users, resellers, or systems integrators) in connection with the Licenced Product(s) and SDL Support Services in the Territory; and
2.1.5 revise the list of Licenced Product(s) and SDL Support Services at any time during the Term of this Agreement. SDL will notify Partner of such revisions.

3. RESELLER PROVISIONS 

3.1 Partner represents and warrants to SDL that it meets and will continue to meet the Partner Target (if and as defined in the Partner Agreement Summary) during the Term of the Agreement. In the event or at any time that Partner does not meet the Partner Target or fails to perform any other obligations set forth in this Agreement, SDL shall be entitled, at its option to (i) adjust the Partner Target and/or Reseller Discount by written notice, or (ii) terminate this Agreement pursuant to Section 15.1 of the General Terms and Conditions (Termination with Cause), without prejudice to all its other rights and remedies. 

3.2 Reports. Partner agrees to prepare and forward to SDL reports as may be reasonably requested by SDL, including quarterly sales data relating to the SDL Software licences and SDL Support Services, forecasts of Partner’s projected purchases of SDL Software licences and SDL Support Services, and End User technical contact information.

4. DISTRIBUTION RIGHTS/RESTRICTIONS

4.1 Subject to the terms and conditions of the Agreement (including this Reseller Schedule) and all applicable laws, SDL grants to Partner, and Partner hereby accepts, a non-exclusive, non-transferable right and licence to distribute the Licenced Product to End Users in the Territory for the Term of the Agreement.

4.2 Partner may under no circumstances deliver a licence key received hereunder from SDL to any third party other than the End User specified in the Order Form or report as set out below, nor transfer the licence key from such End User to any other third party.

4.3 Partner shall not supply the SDL Software and/or SDL Support Services outside the designated Territory, or to other Partners who will distribute the SDL Software outside the Territory or otherwise make it available to a competitor of SDL subject to SDL’s prior written consent. Partner may not appoint a third party to distribute the SDL Software and/or SDL Support Services without SDL’s prior written consent. 

4.4 Subject to anything contrary provided in this Agreement (including an applicable Schedule) Partner may not utilize the SDL Software for its own internal business use except pursuant to a separate licensing agreement for that purpose.

5. ORDER TERMS 

5.1 Order Forms. 

5.1.1 During the Term of the Agreement, Partner may order SDL Software and SDL Support Services from SDL by submitting a written Order Form to SDL.
5.1.2 The term of an Order Form begins on effective date set forth in the Order Form and shall continue in effect as described in the Order Form.
5.1.3 All Order Forms shall refer to this Agreement and at a minimum, shall specify the number, type, term and quantities of SDL Software and SDL Support Services ordered, the agreed licence fee, Support Fee, the requested shipment date, the End User’s complete name and address, and the shipment destination.

5.2 Term Licences. The minimum term of an Order Form for term based licences or SDL Support Services shall be twelve (12) months, unless otherwise agreed by SDL in writing. An Order Form for term based licences or SDL Support Services will automatically renew for all available offerings at the end of the initial term (or any renewal term thereafter) for additional one (1) year periods, unless either party has provided the other party with a written termination notice of its intention not to renew such Order Form at least sixty (60) days prior to the expiration of the then current term.

5.3 End User Order. Before Partner submits an Order Form to SDL, Partner must first obtain an order from the End User. No End User order will be deemed accepted by SDL unless and until SDL accepts such order in writing in accordance with an Order Form or unless SDL delivers the Licenced Product to Partner or to the End User. SDL reserves the right to reject any End User order for any reason whatsoever without liability to Partner. Any terms and conditions contained in any End User order or purchase order that are inconsistent with or in addition to the terms and conditions of an Order Form, this Agreement or End User Licence Agreement will be deemed stricken from such End User order or purchase order, unless expressly agreed to in writing by SDL. Upon request, Partner shall provide to SDL a copy of the End User order document, with any information reasonably deemed confidential or proprietary (such as, but not limited to pricing) removed from such documents.

5.4 Delivery. Subject to the relevant Order Form, SDL shall deliver the Licenced Product to Partner or directly to the End User, as applicable. SDL will deliver the applicable SDL Software licence key, login information, or other information necessary for End Users to use or access the applicable Licenced Product and SDL Support Services directly to the delivery contact specified in the Order Form in accordance with SDL standard delivery procedures.

6. END USER LICENCE AGREEMENT (EULA)

6.1 Partner acknowledges and accepts that each Licenced Product are to be licensed to End Users in accordance with the terms and conditions of the EULA applicable to the Licenced Product.

6.2 It shall be Partner’s responsibility to ensure, that an End User has accepted the terms of the EULA. Acceptance of the EULA shall be demonstrated either by the End User “accepting” the terms during the installation process ( where applicable) or by physically executing a copy of the EULA. 

6.3 Where SDL enters into the EULA directly with the End User, SDL’s terms and conditions shall govern the parties’ relationship and SDL shall provide all levels of Support to the End User as per the terms of the EULA. 

6.4 Where the EULA is concluded between Partner and the End User,
The EULA shall include as a minimum the following provisions:
(i) The Licenced Product is licenced to and not owned by the End User and all Intellectual Property Rights in the Licenced Product are expressly reserved except for the limited licence rights granted to the End User. The licence granted will be limited, non-exclusive, non-transferable, and non-sublicensable and for End User’s internal business operations.
(ii) The licence restrictions provided in Section 8 of the General Terms and Conditions.
(iii) SDL’s obligations to Partner and its respective End Users relating to any warranty on the Licenced Product are limited by and subject to Section 11 of the General Terms and Conditions and the following provisions: ;

Licenced Product will substantially perform in accordance with the Documentation for a period of ninety (90) days from the effective date of the applicable Order Form (“Warranty Period”). The warranty given above is made to Partner for the benefit of End User only.

If Licenced Product fails to perform substantially in accordance with the Documentation, Partner must notify SDL in writing within the Warranty Period. As Partner’s and End User’s sole and exclusive remedy and SDL’s entire liability for any breach of the above warranty, SDL will, at its option: (a) promptly repair, correct or replace Licenced Product that fails to meet this warranty; (b) provide Partner with a reasonable procedure to circumvent the nonconformity; or if (a) and or (b) are not commercially feasible, refund the fees paid by Partner under the relevant Order Form for the non-conforming Licenced Product.

The warranty set forth in this Section (iii) shall not apply if: (i) Licenced Product has not been properly installed or used at all times in accordance with the Documentation and supported platforms; (ii) Partner or End User (either itself or via a third party on its behalf) has modified Licenced Product; (iii) Partner or End User has combined Licenced Product with other software or hardware not provided or approved by SDL pursuant to the Documentation; or (vi) Licenced Product has been subject to misuse, neglect or unusual physical, electrical or electromagnetic stress, or some other type of accident, other than where it was in SDL’s reasonable control to prevent such an occurrence.
(iv) SDL’s liability to Partner and its respective End Users are limited by and subject to Section 13 of the General Terms and Conditions.
(v) Unless otherwise agreed, an obligation for the End User to discontinue use and destroy or return all copies of the Licenced Product and related Documentation provided upon termination or expiry of the relevant Order Form.
(vi) A right of SDL to audit End User’s use of the Licenced Product and SDL Support Services in order to verify compliance with the licence grant and terms of the Partner EULA.
(vii) A designation of SDL as a third party beneficiary to the EULA, without having SDL assume any of Partner’s obligations thereunder.

6.5 During the term of this Agreement and subject to payment of the applicable Support Fees for each effected End User, SDL shall provide 3rd Line Support to Partner in accordance with the SDL Customer Support Service Policy, except 1st and 2nd Line Support which shall be provided by Partner directly to the End User in accordance with such SDL Customer Support Service Policy. Any 3rd Line Support SDL provides to Partner may be suspended by SDL in the event Partner does not comply with the terms and conditions of this Agreement or with SDL’s Customer Support Service Policy in effect from time to time. The Support Fee does not include services requested as a result of, or related to, causes which SDL cannot reproduce on unmodified SDL Software and which can therefore not be attributed to SDL. If available, such services will be delivered by SDL against SDL’s then current time and material rates, which shall be agreed in advance by the parties. 

7. FEES 

7.1 The fees payable by Partner to SDL for the SDL Software are determined by applying the Reseller Discount and are specified in the applicable Order Form. 

7.2 The Support Fees payable by Partner to SDL are determined in the Partner Agreement Summary and are specified in the applicable Order Form. 

7.3 SDL may increase the applicable fees by five percent (5%) in any subsequent renewal Term of an Order Form. 

8. PAYMENTS AND INVOICES 

SDL shall issue invoices to Partner (i) immediately after receipt of a signed Order Form from Partner, and (ii) upon any anniversary date thereafter for term based licences or SDL Support Services (unless the Order Form has been terminated in accordance with Section 5.2. of this Reseller Schedule).

9. EFFECT OF TERMINATION 

9.1 In addition to Section 15.2 of the General Terms and Conditions and unless expressly otherwise agreed, on the effective date of termination or expiry of the Agreement and/or this Reseller Schedule:
9.1.1 Any active Order Form(s) shall survive the termination of the Agreement and/or this Reseller Schedule and only terminate upon expiration of the applicable term of said Order Form. Notwithstanding the termination of the Agreement and/or this Reseller Schedule, such Order Forms will continue to be governed by the terms of the terminated Agreement; and Partner’s right to resell the SDL Software and SDL Support Services shall terminate. 

9.2 Upon termination of this Agreement and/or this Reseller Schedule for any reason, SDL reserves the right to elect to continue providing SDL Software and/or SDL Support Services to any existing End User directly, or indirectly through another authorized SDL Partner. In such event Partner shall provide all necessary and related assistance to SDL as maybe reasonably requested and in a timely manner to ensure a smooth transition of that End User to SDL or another authorized SDL Partner.

SDL Limited is a part of the RWS Group Plc.