License Terms for using IT.integro's copyrighted software

These license terms and conditions (including other provisions) shall be applicable to a software application/software applications (SOFTWARE) created or developed by IT.integro Sp. z o.o. with its registered office in Poznań (60-166), ul. Ząbkowicka 12, registered in the Register of Entrepreneurs of the National Court Register, kept by the District Court for Poznań-Nowe Miasto and Wilda in Poznań, the 8th Commercial Department under the KRS No. 000014040, holding the TIN (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 SOFTWARE under the terms specified in the hereinafter license terms.

These license terms and conditions are a supplement to the Microsoft Dynamics NAV Software License Terms - Microsoft, (i.e. Microsoft Licence Terms, governing the rules for use of Microsoft Dynamics NAV) and shall be applicable to the registered solutions created or developed by IT.INTEGRO.

1. Scope:

These license terms and the license granted pursuant to these license terms shall cover the SOFTWARE and SOFTWARE documentation as well as modifications, enhancements and other SOFTWARE and SOFTWARE documentation customizations by IT.INTEGRO provided to the End User within the term of the license after the required license fee has been paid. Depending on how the End User has obtained the licence subject described herein, licence fees 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 shall accept the scope of the license terms specified hereinabove and the license granted pursuant to these license terms, as well as the fact that the use of the license subject shall not be governed by the license terms as provided in Microsoft license agreements, including Microsoft Software License Terms.

2. Copyright

The SOFTWARE (including its customizations 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 intellectual property rights for the SOFTWARE (including its customizations and documentation) and all copies, parts and translations. For the paid license fee, the End User shall be provided with a drive or file used to store the SOFTWARE. The End User shall be entitled neither to implement any modifications to the SOFTWARE nor to remove any identification marks and annotations related to the SOFTWARE (including any of its backup copies) and its documentation as well as to remove the copyrights, trademarks and other rights included within the SOFTWARE (including any of its backup copies) and its documentation.

 

3. License Grant

IT.integro. grants the End User a paid, non-exclusive, worldwide and non-transferable (subject to the other provisions hereof) the right to use the SOFTWARE and documentation thereto (licence) limited to terms stipulated in “Microsoft Dynamics NAV Software License Terms” solely within the scope of the End User’s business operations.

The SOFTWARE and documentation thereto shall be used solely by the End User’s employees and other authorized staff and external consultants performing their services for the End User under the permanent cooperation agreement, and the End User shall be liable for the observance of conditions and restrictions set herein by the hereinbefore mentioned persons as for its own actions or non-feasance.

The End User License for the SOFTWARE shall include the following fields of use:
a) permanent or temporary reproduction (without prejudice to the foregoing provisions) of the SOFTWARE, as a whole or in parts using any means and in any form, within the scope required for its implementation, display, use, transfer and storage of the SOFTWARE.

The End User License for the SOFTWARE documentation shall include the following fields of use:
b) recording and reproduction as a whole or in parts using any means and in any form, within the scope required for its use within the scope of the End User’s business operations.
This End User license shall be limited to a SOFTWARE version for which an adequate license fee has been paid.

If the End User purchases additional SOFTWARE or an additional part of the SOFTWARE (including the subsequent versions of the SOFTWARE or its modifications) or additional documentation or any modifications to the SOFTWARE documentation i.e. pays all respective license fees, these license terms shall be automatically extended to such a SOFTWARE and its additional part, as well as additional documentation and any modifications to the SOFTWARE documentation, unless this additional SOFTWARE, additional SOFTWARE documentation and modifications to the SOFTWARE documentation are not covered by a separate license agreement. Under one SOFTWARE license, the End User shall be granted the right to use only one (1) (data base) server for the SOFTWARE at any moment and by any number of users accessing the server.

The End User shall receive a copy (copies) of the SOFTWARE from IT.INTEGRO and any other materials that support the use of the SOFTWARE.

With regard to the fact of granting the license, the End User declares that it possesses the sufficient number of appropriate Microsoft licenses (for the number of users or devices), provided by Microsoft that are required to use or access the SOFTWARE before the applicable Microsoft software is used for the first time.

4. Distribution Restrictions.

The End User shall not be entitled to copy SOFTWARE excluding backups created for installation purposes or data archiving. The backup copy cannot be used simultaneously with the SOFTWARE.

5. Other limitations and reservations

The End User shall not be entitled to reengineer, disassemble, decompile the SOFTWARE and to examine and decrypt the source code and the development framework of the SOFTWARE, except for:
a)        observing, examining and testing how the SOFTWARE operates in order to seize its concept and principles, provided that, authorized by IT.INTEGRO to such actions, it shall perform them when implementing, displaying, using, transferring and storing the SOFTWARE,
b)        reproducing the code or translating its form as defined in Article 3 p. a) herein, if it is required to obtain information crucial for making an independently developed software application compatible with the SOFTWARE, provided that the following conditions have been fulfilled:

i)         these actions are performed by the End User or other person acting for the End User,

ii)        the access to information required to ensure compatibility have been limited to the End User or other person acting for the End User,

iii)       such actions shall apply only to SOFTWARE parts that are required to ensure compatibility.

The hereinbefore mentioned information cannot be:
1)        used for any other purposes than achieving the compatibility of developed software applications,
2)        transferred to other persons unless it is a prerequisite for achieving the compatibility of an independently created software,
3)        used for developing, creating and launching the software in the form that is significantly similar to that of the SOFTWARE or any other actions infringing IT.INTEGRO’s or Microsoft’s property rights.
The End User shall not be authorized to take actions not provided for in the license, including to make assignments, distribute, sublicense, lease, rent or propagate (including transfer) the SOFTWARE and SOFTWARE documentation to a third party, without IT.integro’s prior written consent, reserved under pain of nullity. Such permission or transfer of the SOFTWARE or SOFTWARE documentation to a third party can be subject to additional fees. Granting IT.integro’s written consent to transfer SOFTWARE and SOFTWARE documentation related rights and liabilities that arise under these license terms and conditions by the End User to a third party (assignment) shall be allowed only if the End User intends to transfer all the SOFTWARE and SOFTWARE documentation (not retaining any copy, including a backup copy) to a third party, and the third party that is a purchaser agrees in a written form to observe all license provisions stipulated herein. IT.INTEGRO shall be entitled to refuse its written consent at its reasonable discretion e.g. due to a previous breach of provisions herein by the End User (including illegal SOFTWARE modifications, creating its copies or making it available or transferring to third parties).

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 this licence terns and the use of, among others, the SOFTWARE and the SOFTWARE 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 validate the End User’s compliance with separate license agreements concluded by the End User with Microsoft (including the Microsoft Software License Terms).

With regard to the fact that the End User has been granted the license under these licence terms, is bound by these licence terms and  (under these licence terms) uses the subject of the licence described herein, the End User and IT.INTEGRO give their consent for Microsoft (as a third party) to implement the right to:

i)        execute and enforce these licence terms,

ii)       validate if these licence terms are observed by the End User,

iii)      communicate with the End User directly.

6. Upgrade. Liability

IT.INTEGRO intends to develop enhanced unmodified standard SOFTWARE versions. If such enhanced non-modified standard SOFTWARE version is made available in a certain scope, the End User may receive the enhanced version and SOFTWARE parts, for which it holds a valid license.

All enhanced, non-modified, standard SOFTWARE versions, that were purchased by the End User legally, shall be subject to these license terms after the payment of a respective fee is made, unless such versions are covered by a separate license agreement. The End User accepts that it shall be IT.INTEGRO, not Microsoft Corporation, that bears responsibility (with prejudice to the foregoing) for the SOFTWARE and any possible results of its impact on Microsoft SOFTWARE functionality and respective Microsoft software documentation and the End User’s systems, its company and its business operations.

In no case, IT.integro’s entire liability for all claims related to or due to these license terms (including compensation and any other payment Agreement, particularly due to any SOFTWARE related damages) shall not exceed the amount of remuneration paid by the End User for the license fee for the SOFTWARE and its documentation.

IT.INTEGRO’s liability for any damage related to these license terms (including any SOFTWARE-related damage) shall be limited to actual losses resulting from the wilful misconduct of IT.INTEGRO. In no case, shall IT.INTEGRO be held liable by the End User for its lost profits.

7. Limited warranty

IT.INTEGRO warrants that:
a) The SOFTWARE in its non-modified, standard version that is distributed by IT.INTEGRO shall operate as described in the electronic user manual for 12 months starting from the date of SOFTWARE delivery, meaning no critical error is detected within the SOFTWARE (i.e. a fault causing the malfunctioning of the one or more SOFTWARE functions of economic significance),
b) any SOFTWARE drives shall be free of material and manufacturing defects for the period of ninety (90) days starting from the date of SOFTWARE delivery.

If, within the warranty period, the End User submits (written) documentation which substantiates for the breach of this warranty, at its own discretion IT.INTEGRO shall:
a)     provide a new defect-free SOFTWARE version out of charge or a drive containing the SOFTWARE free of defect/fault or
b)     remove the error/defect/fault free of charge
c)     cause the reimbursement of the license fee paid by the End User for the SOFTWARE, which the error/defect/fault applies to.

This limited warranty shall not be applicable if the defect of the SOFTWARE has been caused due to events beyond IT.integro’s reasonable control, including abuse or misuse of the SOFTWARE (the use of the SOFTWARE which is non-compliant with relevant documentation or the license terms herein.
The breach of the herein provisions, including any modifications of the SOFTWARE by any party outside IT.INTEGRO (including IT.integro) shall result in a warranty void for the End User.

No other warranties shall be deemed granted or explicit. Particularly, IT.INTEGRO shall exclude any implicit warranty of marketability and fitness for particular purpose. The Parties shall exclude IT.INTEGRO’s liability due to the warranty for SOFTWARE defects.

 

8. Termination

The license is granted for an unlimited period. If the End User breaches these license terms and conditions, IT.INTEGRO shall be entitled to withdraw (terminate) this license with immediate effect. At any time, the End User shall be allowed to terminate the license by giving one month notice to IT.INTEGRO in writing (otherwise it shall be deemed invalid). Upon the expiration (termination) of the license, the End User shall be obliged to cease using the SOFWARE and documentation thereto immediately and remove the SOFTWARE and documentation thereto immediately and properly as well as to destroy the original copy and other copies of the SOFTWARE and documentation thereto, including the SOFTWARE backup copy which was created for installation or archiving purposes, without any indemnity, including any fees or compensation.

 

9. Disputes

These licence terms shall be governed by Polish law.
Any disputes that are related or arising under these license terms shall be settled by a common court having its jurisdiction over IT.integro’s registered office.
Any changes to these license terms shall be made in writing under pain of nullity.

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