Terms of Use

Software License Agreement

These license terms are an agreement between navida Informationssysteme (a limited liability company) and the user of our software and services (“you”). Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any navida’s

• updates,

• supplements,

• Internet-based services, and support services for this software, unless other terms accompany those items. If so, those terms apply. These license terms supersede the license terms embedded in the software.

By installing, having installed, or using the software, you accept these terms. If you do not accept them, do not install, have installed or use the software. Signature below also binds you to the terms of this License Agreement, whether or not you install, have installed or use the software.

If you comply with these license terms, you have the rights below.

1. OVERVIEW.

a. Software. The software may include

• server software;

• client software that can be installed on devices and used with the server software;

• additional components that may be separately licensed; and any fixes, patches or updates for the software.

b. License Model. The software is licensed based on

• the number of copies of system databases that you install;

• the number of your users or devices that access the system database

3. INSTALLATION AND USE RIGHTS.

a. Server Software. You may install an unlimited number of copies of the server software to access your system database. However, you may only use the number of copies that your license key permits. You may not duplicate license keys without navida’s prior written consent.

b. Client Software. You may install an unlimited number of copies of the client software. However, you may use the client software only with the server software.

c. Additional Components. You may install an unlimited number of copies of the additional components you have licensed for your system database. You must obtain a separate license for each system database if you wish to install an additional component for multiple system databases. You may not duplicate license keys without navida’s express written consent.

SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. navida reserves all other rights. Unless applicable law or a separate written contract with navida gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes. You may not

• work around any technical limitations in the software;

• reverse engineer, decompile or disassemble the software or related documentation, except and only to the extent that applicable law expressly permits, despite this limitation;

• make more copies of the software or related documentation than specified in this agreement or allowed by applicable law, despite this limitation;

• publish the software or related documentation for others to copy, or disclose the contents of the software or related documentation to others, except as explicitly licensed;

• rent, lease or lend the software; or

• use the software for commercial software hosting services.

LICENSE TRANSFER. You may not transfer the software, related documentation or your rights to a third party without navida’s prior written consent. If permitted, there may be additional charges for transferring the software to a third party.

SUPPORT SERVICES. Your primary support will come from your authorized Dynamics 365 reseller.

ENTIRE AGREEMENT. This License Agreement, any associated order form; terms for supplements, updates, Internet-based services, support services; and the attached Limited Warranty constitute the entire agreement between the parties. navida and you each warrant to the other that navida and you did not rely on any promise, representation, warranty or other inducement, except those contained in writing in this License Agreement, any associated order from, and the attached Limited Warranty. This License Agreement, any associated order from and the attached Limited Warranty may be modified or amended only by a writing signed by you and navida. The previous sentence may not be verbally waived.

APPLICABLE LAW.

a. United States. If you acquired the software in the United States, Illinois state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you are located govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

b. Outside the United States. If you acquired the software in any other country, the laws of that country apply.

c. Attorneys’ Fees and Costs. If you or navida files a lawsuit, brings an action or otherwise pursues a claim against the other in connection with or arising out of this agreement or the software, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses (including any appeal).

LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

LIMITATION ON AND EXCLUSION OF DAMAGES. You can recover from navida and its suppliers only direct damages up to the amount you paid for the software except for claims covered by the section “Limited Warranty”. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages.

This limitation applies to

• anything related to the: software, services, content (including code) on any third party Internet sites, or third party programs; and

• claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, loss of data, damage to records or data, loss of goodwill, loss as a consequence of a business interruption or any other tort to the extent permitted by applicable law.

• all other claims, whether based on statute, equity or otherwise. It also applies even if

• repair, replacement or a refund for the software does not fully compensate you for any losses navida should or should have known about the possibility of the damages.

• any warranty or remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

LIMITED WARRANTY

A. LIMITED WARRANTY. The software will perform substantially as described in the electronic help files navida provides with the software.

B. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. The limited warranty covers the software for one year after acquired by you. If you receive supplements, updates, or replacement software during that year, they will be covered for the remainder of the warranty or 30 days, whichever is longer.

To the extent permitted by law, any implied warranties, guarantees or conditions last only during the term of the limited warranty. Some jurisdictions do not allow limitations on how long an implied warranty, guarantee or condition lasts, so these limitations may not apply to you.

C. EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts (or failures to act) of others, including but not limited to, modifications or implementations made by you, a partner, or any other third party acting on your behalf, or events beyond navida’s reasonable control.

NO OTHER WARRANTIES. The limited warranty is the only direct warranty from navida. navida gives no other express warranties, guarantees or conditions. Where allowed by your local laws, navida excludes implied warranties of merchantability, fitness for a particular purpose and non-infringement. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.