Common use of Reseller Relationship Clause in Contracts

Reseller Relationship. 3.1 Customer shall order and purchase the Subscription Service and Non-Subscription Services directly from Reseller pursuant to a separate agreement specifying price, payment, and other commercial terms. Talend is not a party to such separate agreement but will provide the Subscription Services and Non-Subscription Services set forth in the Order Form pursuant to this Agreement. Customer must submit any claims for refunds or service credits under this Agreement to Reseller. Reseller is not an agent of Talend or Affiliate of Talend. Reseller is an independent entity with no authority to bind Talend, make representations or warranties on Talend’s behalf, or otherwise change the Agreement. Talend makes no representations or warranties as to such authorized distributor or reseller, or any other third party, related to the performance of the products or services of such entities, and fully disclaims any such warranties. 3.2 Talend will not be liable for reasonably relying on the accuracy and reliability of written information provided by ▇▇▇▇▇▇▇▇ in making any decision that would give Talend grounds to suspend and/or terminate the Subscription and/or Non-Subscription Services. Talend may, at its sole discretion, suspend and/or terminate Customer’s orders and/or use of the Subscription and/or Non-Subscription Services if Reseller fails to pay any fee or other amount payable by Reseller on its due date. If (a) Reseller terminates applicable Order Form(s) with Talend relating to Customer, (b) Talend terminates applicable Order Form(s) for good cause, or (c) the applicable resale agreement between Talend and Reseller relating to the sale of Talend Subscription and Non- Subscription Services is terminated. In the event of such termination, Talend may, but shall not be obligated to directly provide the affected Subscription and/or Non-Subscription Services to the Customer pursuant to Talend’s then-current Talend General Terms for mutually-agreed fees.

Reseller Relationship. 3.1 Customer shall order and purchase the Subscription Service and Non-Subscription Services directly from Reseller pursuant to a separate agreement specifying price, payment, and other commercial terms. Talend is not a party to such separate agreement but will provide the Subscription Services and Non-Subscription Services set forth in the Order Form pursuant to this Agreement. Customer must submit any claims for refunds or service credits under this Agreement to Reseller. Reseller is not an agent of Talend or Affiliate of Talend. Reseller is an independent entity with no authority to bind Talend, make representations or warranties on Talend’s behalf, or otherwise change the Agreement. Talend makes no representations or warranties as to such authorized distributor or reseller, or any other third party, related to the performance of the products or services of such entities, and fully disclaims any such warranties. 3.2 Talend will not be liable for reasonably relying on the accuracy and reliability of written information provided by ▇▇▇▇▇▇▇▇ Reseller in making any decision that would give Talend grounds to suspend and/or terminate the Subscription and/or Non-Subscription Services. Talend may, at its sole discretion, suspend and/or terminate Customer’s orders and/or use of the Subscription and/or Non-Subscription Services if Reseller fails to pay any fee or other amount payable by Reseller on its due date. If (a) Reseller terminates applicable Order Form(s) with Talend relating to Customer, (b) Talend terminates applicable Order Form(s) for good cause, or (c) the applicable resale agreement between Talend and Reseller relating to the sale of Talend Subscription and Non- Subscription Services is terminated. In the event of such termination, Talend may, but shall not be obligated to directly provide the affected Subscription and/or Non-Subscription Services to the Customer pursuant to Talend’s then-current Talend General Terms for mutually-agreed fees.