End User License Agreement (SaaS)
This End User License Agreement ("Agreement") is made between You, being a private or corporate entity ("Licensee"), and ExtensionsForce Limited ("Licensor"), to use Transportation Management System (TMS) Software under the terms and conditions of this Agreement and any applicable service agreement with Licensor. Any use of Licensor’s software & products is subject to the terms and conditions below and the Service Agreement. In case of discrepancies between this Agreement and the Service Agreement, the Agreement prevails. If Licensee does not agree to these license terms, the Licensee may not use Licensor’s Software.
By installing, making installing, or using the software, the licensee accepts these terms. If the licensee does not accept the terms, he could not install, make others install, or use the software.
This Agreement applies both to the trial period offered to the Licensee and to the commercial use of the service after the trial period.
Transportation Management System ("TMS") is a computer software product (“the Product”) including all content and documentation and sells related services (“Services”). Transportation Management System ("TMS") is an extension of the Microsoft Dynamics 365 Business Central. Product includes any enhancements, additions, modifications or upgrades, and any new products developed or licensed by Licensor.
"Licensor" means "ExtensionsForce Limited"
"Product" means "Transportation Management System" ("TMS") are software solutions for the Microsoft Dynamics 365 Business Central developed by Licensor or by its own subsidiaries and resold to the licensee, but not specifically developed on its request.
“Licensee” means the natural or legal person who has accepted these license conditions and its subsidiaries.
"Subsidiary" means a legal person who is the owner of one of the parties or is under common ownership of one of the parties.
"Microsoft Dynamics 365 Business Central" is a software and trademark of the Microsoft Corporation.
"Business Central Company" is part of the Microsoft Dynamics 365 Business Central it is a container for business data that belongs to a business unit or legal entity is referred to as a company.
“Trial period” - a period that Licensor can offer the Licensee to try the Product for free. Any data entered or configured in Product during the trial period will be maintained if the Product hires the service before the end of this period. Otherwise, at the end of the period, all the information provided by the Product will be eliminated.
3. CONDITIONS OF USE
3.1 Use of the software requires a Dynamics 365 Business Central subscription and/or on-prem license. Your access to Microsoft Dynamics 365 Business Central through the software must comply with the existing terms for the service that apply to you through your or your organization's subscription. You may lose access to the Microsoft Dynamics 365 Business Central service if your or your organization’s Microsoft Dynamics 365 Business Central subscription expires or is terminated, or your license to this software is terminated by your organization.
4. LICENSE GRANT
4.1 License Grant.
Subject to the payment of all applicable fees, Licensor hereby grants to Licensee a personal, revocable, non-exclusive, and non-transferable license to use the Product and all content and documentation, subject to the terms and conditions of this Agreement and the Service Agreement. This license is for Licensee’s internal use only. The Product can be used by any number of unique users within one Business Central Company.
Licensee acknowledges that the Product or its license keys may have an expiration date and other intentional limitations and that the Product may not function beyond these limitations. After an expiration date, Licensee is not entitled to use the Product or the content generated by the Product. Licensor grants no other license with respect to the Product and no implied license shall arise by usage of trade, course of dealing, course of performance, or under any other theory.
Licensee shall not:
bypass or delete protection methods provided for preventing unauthorized uses of the Product for any purpose whatsoever;
remove any copyright notices, confidential or proprietary legends, or other identification from the Product or user manuals.
The software is licensed, not sold. Unless applicable law gives you more rights despite this limitation, you will not (and have no right to):
a) work around any technical limitations in the software that only allow you to use it in certain ways;
b) reverse engineer, decompile or disassemble the software;
c) remove, minimize, block, or modify any notices of Licensor
d) use the software in any way that is against the law or to create or propagate malware; or
e) share, publish, distribute, or lend the software, provide the software as a stand-alone hosted solution for others to use, or transfer the software or this agreement to any third party.
All right, title, interest, and ownership of the Product, documentation, and user manuals shall remain with Licensor, including rights to all copyrights, patents, trademarks, trade secrets, and any other intellectual property rights. Licensee’s right to use the Product (including content generated with the Product) terminates with immediate effect at the expiration of license and/or any applicable Service Agreement.
4.4 Enhancements and Upgrades.
Licensor may, from time to time, make enhancements and upgrades to the Product. These enhancements and upgrades will be made available to Licensee, at no charge.
4.5 License System.
The Licensee shall use the "Licensor" ’s license system to enable the use of the Product in strict accordance with the instructions given by Licensor to Licensee. “License system” means a subscription control system used by Licensor.
5. ORDERS, FEES AND PAYMENT
5.1 Subscription, Payment and Fees.
The licensee shall buy a subscription to access the Product.
The licensee must pay a monthly subscription fee for access to the Product.
The licensee shall pay all sales, use, personal property, VAT, excise, withholding, or any other taxes that may be imposed based on the license or use of the Product, products, and services provided under this Agreement and the Service Agreement.
6. CANCELLATION AND TERMINATION OF SERVICE
6.1 The Licensee may unsubscribe from the service at any time.
6.2 The non-payment of the monthly payment will entitle Licensor to suspend or terminate this contract and proceed, as a consequence, to the cancellation of the Licensee's access to the application, once 15 days have passed since the non-payment.
6.3 Under no circumstance is the Licensor liable for any damages or losses that may be derived directly or indirectly by the suspension or cancellation of the service for these circumstances.
7. SUPPORT AND TRAINING
Subject to the payment of all applicable fees, the Licensor shall provide technical support to Licensee as described in the support section of www.extensionsforce.com
8. RIGHTS IN DATA
8.1 Rights to Blinded Data.
Licensor shall have the irrevocable, perpetual, and royalty-free right to compile, use and distribute data sets, statistical analyses, reports, and related services utilizing aggregated data derived from information and data obtained from Licensee and other sources, so long as such data does not allow the identification of an individual person or Licensee.
8.2 Licensor has the right to supervise all activities relating to Licensee’s products, e.g. via the Internet, with the purpose to verify performance, observance of this Agreement, use and copying of the Product This is to get the most out of the sessions by spotting areas where the user experience is confusing, inadequate, or if there are areas that are underutilized, etc. The tracking will not include text that Licensee might fill in text-fields.
8.2 Access and disclosure for other lawful purposes.
Licensor reserves the right to access and disclose any information, data, graphics, video, sound, files, and other content created by, provided by, or accessed by Licensee ("Content") in order to comply with applicable laws and lawful government requests or to provide technical support. This may also include disclosing Licensee’s name and other registration and identification information. The Licensor reserves the right in its sole discretion, but will not be obligated, to remove any Content from its system. The licensor will fully cooperate with law enforcement authorities in investigating suspected lawbreakers and reserves the right to report to such authorities any suspect activity.
9. WARRANTIES AND DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
The Licensor does not warrant that the Product does not have errors.
10. LIMITATION OF LIABILITY
In no event shall Licensor be liable for any incidental, indirect, special, or consequential damages whatsoever, including, but not limited to, lost profits or interruption of business, arising out of or related to this Agreement or for any claim by any third party.
11. GENERAL TERMS
11.1 - Any dispute concerning the validity, interpretation, performance, and termination of this Agreement shall be referred exclusively to Republic of Cyprus.
11.2 - In case of some terms cannot be applied, the entire contract will remain valid and applicable in all its other points.
11.3 - This agreement will be deemed concluded when any term described in it is violated, or the licensee ceases using the software, or in the case of cancellation of the subscription.
11.4 - The terms of this agreement can be modified only in writing by ExtensionsForce Limited.
11.5 - No Assignment. Neither this Agreement nor any licenses granted hereunder may be assigned or transferred, in whole or in part, by Licensee, whether by operation of law, or otherwise, without the prior written consent of Licensor.
11.6 - Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes which are beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, fire, epidemic, flood, earthquake, riot, war, failure of telecommunications lines, lack of Internet access, sabotage and governmental action; provided that the delayed party, 1) gives the other party written notice of such cause promptly; and 2) uses reasonable efforts to correct such failure or delay.
11.7 - Relationship of the Parties. Nothing in this Agreement shall constitute the parties as partners, joint ventures, or agents for the other. No party shall have any authority to bind the other legally or equitably by contract, admission, acknowledgment, undertaking, or in any other manner
11.8 - This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, understandings, and negotiations related to the subject matter herein. This Agreement may not be changed or modified in any way subsequent to the date of execution hereof except in writing signed by both parties.
12. GOVERNING LAW AND CHOICE OF FORUM
The official text of this Agreement shall be in the English language, and such English text shall be controlling in all respects, notwithstanding any translation hereof required under the laws or regulations of the Territory. This Agreement shall be governed and construed in accordance with the substantive laws of Cyprus, without reference to conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought solely in the courts of the Republic of Cyprus, and maybe brought in no other forum. The parties hereby submit for all purposes to the jurisdiction of each such court.