Revolution SOFTWARE LICENSE TERMS (ISV EULA)

SCOPE OF VALIDITY

These software license terms and conditions (hereinafter referred to as License) apply to a computer program/programs, including user documentation, and for all related updates and further developments (hereinafter referred to as Application) developed by Revolution Software with its registered office in 1133 Budapest Váci u 76; reg.no: 01-09-167693 VAT reg. no: HU10770319 (hereinafter referred to as REVOLUTION) supplied to a customer (hereinafter referred to as Licensee).

These license terms and conditions are a supplement to Microsoft Licensing Product Terms governing the rules for use of the Microsoft Dynamics 365 Business Central software and shall be applicable to the registered solutions created or developed by REVOLUTION.

The conclusion of the License relating to the provision or the download of the Application or the installation, or the use of the Application by the Licensee shall constitute acceptance of these software license terms by the Licensee.

The agreements herein apply for both subscription based licensing and perpetual licensing.

Scope

These license terms and the license granted pursuant to these license terms shall cover the APPLICATION and APPLICATION documentation as well as customizations, and other modifications within the APPLICATION and APPLICATION documentation performed by REVOLUTION, provided to the End User within the term of the license, taking into account End User’s obligation to pay the required license fee.

License fees – including, depending on how the End User has obtained the license subject described herein - can be paid to REVOLUTION by the Licensee (directly or through a third party specified by REVOLUTION) or to a third party (including REVOLUTION’s business partner).

The Licensee accepts the scope of these license terms and the scope of the license granted pursuant to these license terms.

Copyright

The APPLICATION (including its modifications and documentation) shall be protected by trade secret laws, copyright and regulations on other rights of intellectual property.

REVOLUTION shall retain its copyright and other property rights intellectual for the APPLICATION, its modifications (including and documentation) and for all copies, parts and translations.

The Licensee shall be entitled neither to implement any modifications within the APPLICATION nor to remove any identification marks and annotations related to the APPLICATION (including any of its backup copies) and its documentation.

Subscription

The APPLICATION is licensed in the subscription model, taking into account the rules for the functioning of the subscription model included in a separate agreement between the End User and IT.INTEGRO or in the agreement between the End User and IT.INTEGRO’s business partner and other provisions of these license terms.

The Licensee accepts the fact that in case when the due amount covering the license fee for a given subscription period, specified in the invoice issued by REVOLUTION or the invoice issued by REVOLUTION’s business partner, shall not be paid timely, the license granted previously for the APPLICATION (to which the aforementioned amount is related) shall expire with immediate effect. The Licensee hereby waives all its claims against REVOLUTION related to the expiration of the APPLICATION license with immediate effect in the case described hereinabove, and it also waives all its claims against REVOLUTION arising out from such expiration of the license.

This agreement will remain in effect until the expiration or termination of Licensee’s subscription, whichever is earliest. Licensee may terminate this agreement at any time by contacting REVOLUTION or REVOLUTION’s business partner. The expiration or termination of this agreement will only terminate the right to use the software product.

License grant

REVOLUTION grants the Licensee a paid, non-exclusive, worldwide and non-transferable (taking into account the other provisions hereof) the right to use the APPLICATION and documentation solely within the scope of the Licensee’s business operations of its company and/or those of any company or companies in which the Licensee holds more than a 50% interest (hereinafter referred to as Affiliated Companies).

The license is granted starting from the day of installing the APPLICATION in the Dynamics 365 Business Central SaaS environment used by the Licensee, for the duration of the paid subscription period/ paid and subsequent subscription periods.

The APPLICATION and documentation thereto may be used solely by the Licensee’s employees, other authorized staff and external consultants performing services for the Licensee under the permanent cooperation agreement, and the Licensee shall be liable for the observance of the conditions and restrictions set herein by the aforementioned persons as for its own actions or omissions.

The Licensee shall be permitted to use only that number of copies of the APPLICATION simultaneously, and/or to provide the APPLICATION only to that number of individuals, equivalent to the number of Licenses to the Software acquired.

Under one APPLICATION license, the Licensee shall be granted the right to use only one (1) APPLICATION instance at any moment and by any number of users accessing the instance.

The Licensee shall not be entitled to copy APPLICATION if this causes a breach of these license terms. The restrictions to copy shall not apply to creation of backup copy for APPLICATION testing purposes as well as to protecting data against loss and to data archiving. The backup copy cannot be used simultaneously with the APPLICATION.

The source code shall not be covered by this agreement.

Limitations of use, and software protection

Other than the rights assigned above, the Licensee shall be prohibited from providing the APPLICATION to any third parties in the absence of more comprehensive rights assigned and specifically authorized in writing by REVOLUTION.

Any modifications or changes to the APPLICATION performed by the Licensee are only permitted in mandatory, legally prescribed cases for the purposes of addressing errors (bug fixing) or in order to establish interoperability with other computer programs. The Licensee shall be required to inform REVOLUTION in writing and without delay of any need to make modifications or changes in this connection. Moreover, the Licensee commits to appoint REVOLUTION to undertake the changes or modifications and shall in return pay the same a commensurate amount. In the event that REVOLUTION fails to accept the assignment within two weeks and on reasonable terms, the Licensee shall be authorized to either itself undertake the changes or modifications or to appoint a third party to do so.

The Licensee shall not be authorized to decompile the object code in order to obtain the source code nor to engage in reverse engineering or decompilation other than in cases in which this is necessary in order to establish interoperability or to ensure that bugs are fixed in as far as REVOLUTION fails to undertake the changes in return for a commensurate fee despite the same being informed in writing of the existing need therefor.

The Licensee shall only be authorized to duplicate the APPLICATION in as far as this is necessary in order to use the APPLICATION in accordance with the terms of use. Notwithstanding the above, the Licensee shall have the right to prepare back-up copies of the APPLICATION. Back-up copies are to be clearly marked as such.

The Licensee shall not be authorized to prepare copies or parts thereof of the user documentation or to provide such to third parties.

The Licensee shall not be authorized to take actions not covered by the license, including to make assignments, sublicense, lease, rent or any other distribution (including transfer) of the APPLICATION and APPLICATION documentation to a third party, without REVOLUTION’s prior explicit consent. Such permission or transfer of the APPLICATION or APPLICATION documentation to a third party can be subject to additional fees. Transferring the rights and obligations that are related to the APPLICATION and APPLICATION documentation and arise out of these license terms and conditions, by the Licensee to a third party (assignment), may require the Licensee to transfer the APPLICATION as a whole and APPLICATION documentation (without retaining any copies including a backup copy) to a third party.

With regard to the fact that the Licensee has been granted the license under these license terms, is bound by these license terms and uses (under these license terms) the subject of the license described herein, the Licensee gives it’s consent to exercise by REVOLUTION or Microsoft (as a third party) the right to: (i) enforce the execution of these license terms, (ii) validate if these license terms are observed by the Licensee, (iii) communicate with the Licensee directly.

Upgrade. Liability

If the new APPLICATION version is available, the Licensee may receive such a new version of the APPLICATION, for which it holds a valid license.

All new APPLICATION versions, that were purchased by the Licensee legally, shall be subject to these license terms within the paid license fee, unless such versions are covered by a separate license agreement or are subject to additional license fees.

The Licensee accepts that REVOLUTION, not Microsoft, bears responsibility (taking into account the other provisions of these license terms) for the APPLICATION and any possible results of its impact on Microsoft software functionality, respective Microsoft software documentation as well as the Licensee’s systems, its company and its business operations.

In each case, REVOLUTION’s entire liability in respect of all claims related to or arising out of these license terms (including in respect of compensation and any other pecuniary performance, particularly due to damages related to the APPLICATION) will not exceed the amount of the remuneration paid by the Licensee as the license fee for the APPLICATION and its documentation, covering one subscription period.

REVOLUTION’s liability for damages related to or arising out of these license terms (including for any damages related to the APPLICATION) is limited to actual losses resulting from the willful misconduct of REVOLUTION. In no case, shall REVOLUTION be held liable to the Licensee for the damage in the form of lost profits.

Warranty

The Licensee acknowledges that it is currently not technically possible to develop computer programs which operate error-free under all application conditions. REVOLUTION can therefore only guarantee that the APPLICATION essentially complies with the specification requirements and performs the functions described therein in the specified system environment. REVOLUTION provides no additional assurances, in particular with regard to the APPLICATION meeting other requirements of the Licensee or offers interoperability with other programs in the configuration selected.

REVOLUTION warrants that the APPLICATION in its unmodified, standard version that is delivered by REVOLUTION shall operate as described in the attached electronic user manual for 6 months starting from the date of installing the APPLICATION in the Dynamics 365 Business Central SaaS environment used by the Licensee, meaning no critical error will appear within the APPLICATION (i.e. a fault causing the malfunctioning of one or more APPLICATION functions of economic significance).

In the event of claims covered by the warranty, REVOLUTION shall be obligated to re-deliver or modify the APPLICATION as it sees fit. In as far as these options are not appropriate for the purposes of rectifying the deficiency or defect and in cases where two attempts to rectify the issue have failed or are not carried out within a reasonable period of time, the Licensee shall have the right to reduce the license fee.  The Licensee shall not be authorized to assert any additional claims. The Licensee shall always bear the burden of proof with regard to establishing that a software error is attributable to a deficiency or defect.

This limited warranty shall not be applicable if the fault of the APPLICATION has been caused due to events beyond REVOLUTION’s control, including abuse or improper use of the APPLICATION (the use of the APPLICATION which is non-compliant with relevant documentation or these license terms).

The Licensee shall forfeit all warranty rights in the event of their independently changing or modifying the APPLICATION.

REVOLUTION guarantees that the APPLICATION is free of any third-party copyrights which constrain or prohibit the contractually agreed usage of the APPLICATION. The parties hereto shall inform each other without delay and in writing in the event of any claims pertaining to the infringement of third-party copyrights being asserted against them. These warranty terms shall not apply in the event of any infringement of third-party copyrights as a result of any acts on the part of the Licensee other than the contractually conform use of the APPLICATION or as a result of any modifications to or further development of the APPLICATION (also in combination with the work of third parties) undertaken independently by the Licensee.

All claims on the part of the Licensee shall expire unless legally asserted within one year of their becoming aware of the loss and the cause.

Termination

In the event of breach of these license terms and conditions by the Licensee, REVOLUTION shall be entitled to withdraw (terminate) this license with immediate effect.

The license shall also expire with immediate effect - in case when the due amount covering the license fee for a given subscription period, specified in the invoice issued by REVOLUTION or the invoice issued by REVOLUTION’s business partner, has not been paid timely (including, when it has not been paid by REVOLUTION’s business partner).

The license shall also expire with immediate effect - if the Licensee resigns from the renewal of license validity for the following (next) subscription period and for the subsequent periods – upon the lapse of the last day of the subscription period, in which REVOLUTION has received the statement of resignation.

At the moment of expiration of the license, the Licensee is obliged to cease using the APPLICATION and APPLICATION documentation immediately and to remove the APPLICATION and APPLICATION documentation immediately and properly as well as to destroy the original copy of the APPLICATION documentation and other copies of the APPLICATION and APPLICATION documentation, including the APPLICATION backup copy - without any compensation, including any fees.

The license, after its expiry due to any reason, shall be renewed - on the basis of these license terms, without the need to conclude a separate agreement and under the rules stipulated in these license terms immediately upon receipt by REVOLUTION the order for making the APPLICATION available again.

Concluding terms

This agreement shall be governed exclusively by Hungarian Law.

Any and all legal disputes arising out of this agreement, including questions pertaining to its formation, validity, termination or nullification, shall be settled solely before a competent court of law in the district where REVOLUTION has its registered offices.

Any legal fees associated herewith shall be borne exclusively by the Licensee.

This agreement is conclusive. No verbal side agreements, regardless of their form, exist at the point in time of the conclusion of this agreement.  Amendments to this agreement and any waiver to the written form requirement are to be committed to writing.

In the event that one or several of the terms or clauses of this agreement should later be determined to be partially or entirely invalid, or should a loophole later be ascertained, this shall have no bearing on the remaining terms of this agreement. The parties to this agreement are obligated to agree on a term or clause to replace the invalid term or clause, or to redress the loophole, in a manner which as closely as possible represents the original intention of this agreement.