RESELLER AGREEMENT FOR UNIFY SOFTWARE SUBSCRIPTION LICENSING

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

Base Software or Base Product. Program supplied by DC to

Reseller for the purpose of providing the Hosted Software Services
under this Agreement, for installation on a server computer (host)
and which Clients access to make use of the functionalities of the
program.
Client Depending on the type of functionalities which the Base
Software provides, users, agents, equipment, devices, identities or
communication channels and the like, which are subject to the type
of CAL (depending on the type of CAL).
Client Access License or CAL. Feature License for authorising a
Client to use the Base Software in order to access the Hosted
Software Services.
Direct Debit. A particular transaction where a debit is made.
Direct Debit Agreement. DCs direct debit terms and conditions.

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.

Unify Central License Server. Administration tool for licenses and

can be accessed worldwide by DC and Reseller and is available over
the internet. Collects all Use Reports of a Software Product.
Update. Computer program with the focus on bug fixing and if
necessary, minor, functional supplements (eg additional drivers).
Upgrade. New version or functional expansion, if necessary with
bug fixes for old versions, the licensing for which requires a valid
license for a defined prior release.
Use Report. Report of the peak of supported Feature License for
each Subscribed Software during the Reporting Period.
Zero Use Report. Report which confirms that no CALS have been
used by Clients during the Reporting Period.

GENERAL PROVISIONS
2.1

Reseller is only entitled to offer Software Subscriptions in countries

that are listed in their respective Release Documents.

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

Reseller must ensure that all Product Instance is installed and

configured according to their respective documentation and in
accordance to the compatibility list provided in the Sales
Information Document or in the Release Document available at the
Partner Portal.

RESELLERS SUBSCRIPTION LICENSE RIGHT OF USE

3.1

DC sub-licenses to Reseller a non-perpetual, non-exclusive,

terminable, worldwide and limited Subscriber License on the
condition that:
3.1.2 The CAL and sub-license of any Single User Software to
the End User shall include restrictions on use of the
Software Product no less restrictive than those
applicable to Reseller under this Agreement; and
3.1.3 Reseller assigns a CAL to each of its End Users Clients.

3.2

End Users contracts for supply of Hosted Software Services shall

include Subscription Licenses.

3.3

For the avoidance of doubt, installation or implementation of

Updates and/or Upgrades and supply of any hardware in connection
therewith is not included in Software Support.

3.4

Unify and/or its suppliers retain all rights and title to the intellectual
property of the Software Product.

3.5

The Software Product is protected by copyright and international

treaties as well as by other acts and agreements on intellectual
property.

3.6

The Software Products may contain Freeware and/or Open Source

Software that is available free of charge. No license fee is charged
to Reseller for the use of such software under this Agreement.
Reseller acknowledges that certain terms and conditions may apply
to the use and distribution of Freeware and Open Source Software
that may form part of the Software Product. Reseller will comply
with such terms and conditions.

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

Reseller is not entitled to decompile or reverse engineer the

Software Product, to remove parts of it or take other measures
which may result in the acquisition of the source code for the
Software Product, except as provided by mandatory law.

3.9

Reseller shall not remove alphanumeric identification characters,

trademarks and copyright notices. With regard to authorised
copying, it shall copy it unaltered, give all the copies a consecutive
number from which all Software serial numbers are also to be
inferred and record the whereabouts of all copies which Unify may
examine on request. Mandatory copyright provisions shall be
unaffected.

3.10

If data media contains several Software Products, Reseller shall only

use the Software Products that are licensed to Reseller. The
unbundling or repackaging for sale, resale or marketing otherwise is
not permitted.

3.11

In the case of the provision of Single User Software, Reseller may

install one copy of it on a file server in its own internal network, in
order to be able to distribute the Single User Software to End Users.

3.12

Upon delivery and installation of Upgrades, Reseller shall have no

further rights with regard to the replaced Software Product. Existing
copies shall as requested by Unify, either be destroyed by DC or
Reseller, with evidence provided or returned to Unify.

3.13

If and to the extent that DC supplies Reseller with Updates or

Upgrades of the Software Products, e.g as part of liability for
material defects or in the course of customer services, same shall
be subject to the provisions of this Clause 3 accordingly.

3.14

If and to the extent that Unify provides activation codes or license

codes under this Agreement, Reseller shall not disclose these codes
to third parties.

3.15

Reseller may backup data in accordance with the standards of

technology and make the necessary backup copies of the installed

Software Products and may make a backup copy of each licensed

Software Product.

4.

3.16

Reseller undertakes to maintain detailed records and a

documentary archive which will enable Unify to carry out
straightforward verification of Reseller and DCs compliance with
the terms and conditions of this Agreement, in particular the form in
which the Software Product is sublicensed and the disclosure of
activation codes and license documentation, data and files relating
to the use and licensing of the Software Products and to copy same
for purposes of preservation of evidence.

3.17

Unify reserves all rights not expressly granted.

PRODUCT INSTANCES AND SUBSCRIPTION BASE LICENSE KEY

4.1

5.

Reseller requires a Subscription Base License Key to activate a

Product Instance of the Software Product. With the installation of the
Subscription Base License Key, Reseller activates all product specific
licenses and allows the End User to use the various product features
of the Software Product. Some of the features are protected by a
separate license key that needs to be activated by Reseller before
using the feature by the End User. In addition, with the activation of
the Subscription Base License Key the Software Product tracts,
counts and reports via an automatic process the use of all Feature
License including CAL by the End User to the Unify Central License
Server.

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

If Reseller or End User do not connect their respective Product

Instance to the internet, or if there is any other reason for a
disconnection between the Product Instance and the internet, and
Unify is not able to collect the Use Reports automatically via the
Unify Central License Server, clause 5.3 of this Agreement will
apply.

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-)

service activities by trained service personnel of DC or Reseller. The

cost of reactivation will not be covered by Unify.
5.4

DC will immediately terminate the Agreement if more than six Zero

Use Reports from the Reseller are received.

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

Reseller must indemnify DC in respect of GST paid and payable by DC

arising out of an End User accessing the Services.

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:

7.8.1 under this clause 7;

7.8.2 under applicable laws or regulations that substantially increase the
cost for DC ensuring that the Service offerings are provided in accordance
with those laws or regulations;
7.8.3 as required by DC by Unify from time to time; or
7.8.4 at DCs discretion, which shall be reasonably exercised, where there
is an increase in cost to DC in supplying the SSL program and products.
7.9

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

If despite good faith discussions, the parties are unable to come to an

agreement of the fee adjustment then the matter will be referred to
dispute resolution.

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.

TERM OF THE AGREEMENT

8.1

Upon termination of the Agreement, Reseller understands that DC will not

sell any Subscription Base License Key to Reseller, and that within 12
months of such termination all licenses granted hereunder shall cease,
and within 10 days thereof (and provided there are no replacement
licenses purchased by DC), DC shall remove any Product Instances and
their backups or copies. Reseller must pass through this obligation to the
End User.