License Terms for using IT.integro's copyrighted software
These license terms and conditions (including other provisions) shall be applicable to a computer program/computer programs (APPLICATIONS) created or developed for the purpose of using within the Microsoft Dynamics 365 Business Central on-cloud system, by IT.integro sp z o.o. with its registered office in Poznań (60-166), ul. Ząbkowicka12, registered in the Register of Entrepreneurs kept by the District Court for Poznań-Nowe Miasto and Wilda in Poznań, the 8th Commercial Department, under the KRS no. 000014040, VAT Registration Number (NIP): 778-00-21-279 and REGON No: 632507882, hereinafter referred to as IT.INTEGRO and shall be applicable to the entity hereinafter referred to as the “End User”, that shall acquire the right to use the APPLICATION under the terms specified in these license terms.
These license terms and conditions are a supplement to Microsoft Volume Licensing Product T erms 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 IT.INTEGRO.
These license terms and the license granted pursuant to these license terms shall cover the APPLICATION and APPLICATION documentation as well as customizations, enhancements and other modifications within the APPLICATION and APPLICATION documentation performed by IT.INTEGRO, 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 IT.INTEGRO by the End User (directly or through a third party specified by IT .INTEGRO) or to a third party (including IT.INTEGRO’s business partner). The End User accepts the scope of these license terms and the scope of the license granted pursuant to these license terms, as well as the fact that the use of the license subject described herein shall not be governed by the license terms as provided in Microsoft license agreements, including Microsoft Volume Licensing Product Terms.
The APPLICATION (including its modifications and documentation) shall be protected by trade secret laws, copyright and regulations on other rights of intellectual property. IT.INTEGRO 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 End User 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 as well as to remove any identification marks and annotations included within the APPLICATION (including any of its backup copies) and its documentation, that refer to copyrights, trademarks and other rights.
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 End User 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 IT.INTEGRO or the invoice issued by IT.INTEGRO’s business partner, shall not be paid timely (including, when it shall not be paid by IT.INTEGRO’s business partner), the license granted previously for the APPLICATION (to which the aforementioned amount is related) shall expire with immediate effect. The End User hereby waives all its claims against IT.INTEGRO related to the expiration of the APPLICATION license with immediate effect in the case described in article 3 hereinabove, and it also waives all its claims against IT.INTEGRO arising out from such expiration of the license.
4. License Grant
IT.INTEGRO grants the End User a paid, non-exclusive, worldwide and non-transferable (taking into account the other provisions hereof) the right to use the APPLICATION and documentation thereto (license) solely within the scope of the End User’s business operations limited to terms stipulated in the Microsoft Volume Licensing Product Terms.
The license is granted:
Under one APPLICATION license, the End User shall be granted the right to use only one (1) APPLICATION instance at any moment and by any number of users accessing the instance.
With regard to the fact of granting the license, the End User declares that it possesses the sufficient number of appropriate licenses for Microsoft software (for the number of users or devices), provided by Microsoft, that are required to use or access the APPLICATION before the applicable Microsoft software is used for the first time. The license granted entitles the End User to use the APPLICATION and its documentation exclusively within parameters and license terms, including the respective license files, granted to the End User.
5. Distribution Restrictions.
6. Other limitations and reservations
By accepting these license terms, the End User gives its consent to information exchange between IT.INTEGRO (or entities cooperating with IT.INTEGRO) and Microsoft, in a scope required by Microsoft (including, the scope related to these license terms and the use of, inter alia, the APPLICATION and the APPLICATION documentation) and the exchange required: in the course of cooperation with Microsoft, for the End User to receive the services provided by Microsoft and Microsoft communication as well as to verify the End User’s compliance with separate license agreements concluded by the End User with Microsoft (including the Microsoft Volume Licensing Product Terms).
With regard to the fact that the End User 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 End User and IT.INTEGRO give their consent to exercise by Microsoft (as a third party) the right to:
7. Upgrade. Liability
All new APPLICATION versions, that were purchased by the End User 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 End User accepts that IT.INTEGRO, not Microsoft Corporation, 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 End User’s systems, its company and its business operations.
In each case, IT.INTEGRO’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 End User as the license fee for the APPLICATION and its documentation, covering one subscription period.
IT.INTEGRO’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 IT.INTEGRO. In no case, shall IT.INTEGRO be held liable to the End User for the damage in the form of lost profits.
8. Limited warranty
If, within the warranty period, the End User submits (written) documents providing evidence for the breach of this warranty, at its own discretion IT.INTEGRO shall either:
The breach of provisions herein, including any modification of the APPLICATION by any party other than IT.INTEGRO (including by the End User) shall result in a warranty void for the End User. Should this license expire before the end of the warranty period, the warranty shall expire on the expiry date of the license.
No other warranties shall be deemed granted or implied. In particular, IT.INTEGRO shall exclude any implicit warranties of marketability and fitness for particular purposes. The Parties hereby exclude IT.INTEGRO’s liability in respect of the warranty for APPLICATION defects.
In the event of breach of these license terms and conditions by the End User, IT.INTEGRO shall be entitled to withdraw (terminate) this license with immediate effect.
The license shall also expire:
a) with immediate effect - in case when the due amount covering the license fee for a given subscription period, specified in the invoice issued by IT.INTEGRO or the invoice issued by IT.INTEGRO’s business partner, has not been paid timely (including, when it has not been paid by IT.INTEGRO’s business partner),
b) if the End User 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 IT.INTEGRO has received the statement of resignation.
At the moment of expiration of the license, the End User 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 described in article 9 a) and b) hereof, 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 (unless IT.INTEGRO and the End User shall agree otherwise) – immediately upon receipt by IT.INTEGRO the order for making the APPLICATION available again.
These licenses terms shall be governed by Polish law.
Any disputes regarding or arising out in relation to these license terms shall be settled by a common court having its jurisdiction over IT.INTEGRO’s registered seat.
Information regarding all the amendments to these license terms added within the term of the license granted to the End User shall be communicated to the End User by means of electronic mail. The license terms in their amended version (after amendments have been included) shall become effective on the day of commencement of the following (next) subscription period, unless the End User, under the rules stipulated in a separate agreement between the End User and IT.INTEGRO or between the End User and IT.INTEGRO’s business partner, submits its resignation from the renewal of license validity for the following (next) subscription period and for subsequent periods.