MICROSOFT SOFTWARE LICENSE TERMS
MICROSOFT DYNAMICS 365 FOR OPERATIONS ON-PREMISES, ENTERPRISE EDITION
These license terms, together with the related documents specified in section 3 and incorporated herein by this reference, are an agreement (“agreement”) between you and Microsoft Corporation (or one of its affiliates).
If you are downloading or otherwise obtaining the software on your own behalf as the end user (even if your use is temporary or if you are just testing the software), you are also referred to in this agreement as “Customer.” If you are downloading or otherwise obtaining the software on behalf of your customer as the end user, you are referred to in this agreement as “Partner” and your customer is referred to as “Customer.”
If you (an individual) enter into this agreement on behalf of a legal entity, you represent that you have the authority to bind that entity to this agreement. This agreement supersedes any license terms embedded in the software. It applies to the software named above, including the media on which you received it, if any, and any Microsoft services or software updates (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter your or Microsoft’s rights relating to pre -updated software or services).
BY INSTALLING, HAVING INSTALLED, ATTEMPTING TO INSTALL, OR USING THE SOFTWARE, YOU ACCEPT THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT INSTALL, HAVE INSTALLED, ATTEMPT TO INSTALL, OR USE THE SOFTWARE.
As described below, using some features also operate as your consent to the transmission of certain standard computer information for data collection.
If you comply with this agreement, you have the rights below.
1. OVERVIEW.
a. Software. The software may include
• server software;
• client software that can be installed on devices and/or used with the server software; and
• additional components that may be separately licensed.
2. DEFINITIONS.
The definitions of certain terms used in this agreement are set forth below. Other terms used in this agreement will have the meaning given to them in the documents specified in section 3.
“affiliate” means any legal entity that owns, is owned by, or that is under common ownership with a party.
“business process outsourcing” means the contracting of a specific critical or non-critical business task, function, or process to a third-party service provider, where the services provided include direct or indirect access to the software.
“device” means a single personal computer, workstation, terminal, handheld computer, mobile phone, personal digital assistant, or other electronic device.
“ERP solution” means the software that controls your users and financial reporting units.
“internal business purpose” means managing your business, but not that of an independent third party.
“own” means more than 50% ownership.
“Partner” means the entity that has signed an agreement with Microsoft authorizing it to market and distribute copies of the software. As used in this agreement or related documents, references to “Partner” refer solely to marketing relationships and do not refer to or imply a partnership or any other legal relationship.
“production environment” means any environment where you are running an instance of the software to conduct activities for your internal business purpose. It does not include any environment where you are running an instance of the software to develop, test, debug, or perform non-production activities with the software or programs for the software.
“third-party user” means any user that is not your employee, contractor, customer, or agent.
“you” means the legal entity that has entered into this agreement with Microsoft, and that entity’s affiliates.
3. INSTALLATION AND USE RIGHTS.
a. Related Documents. Your rights to use the software are subject to the terms and conditions in the applicable portions of the Product Terms document, the current version of which may be accessed via http://microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeld=53. You may also obtain these documents from your Partner. You should review them before you install, have installed, attempt to install, or use the software.
b. Microsoft Dynamics Lifecycle Services. Use of the software requires you to have (i) an account for Microsoft Dynamics Lifecycle Services (“LCS”); and (ii) a subscription for maintenance for the software. Your LCS account and your subscription for maintenance for the software are governed by separate agreements. Your access to LCS must comply with the terms for LCS and any agreement that applies to your subscription for maintenance for the software. You may lose access to LCS if: (w) you allow your subscription for maintenance for the software to lapse; (x) your LCS account is terminated; (y) the separate agreement for your LCS account is terminated; or (z) the separate agreement for your maintenance subscription for the software is terminated.
4. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
a. Extensible Code. The software may include code, text, or image files that you are permitted to modify (“Modifiable Code”) and use only for your internal business purposes if you comply with the terms below.
i. Right to Use and Modify. The following Modifiable Code is included in the software:
• Application Deployable Packages. You may copy unsealed application deployable packages (including any resources such as images, icons, or files), modify copies of the unsealed application packages, and incorporate copies of the modified version of those packages, only in the software or in programs that you develop for the software.
ii. Requirements. Microsoft is not responsible for any problems that result from modifications made to the Modifiable Code. Microsoft will not provide technical or other support for any modifications made to the Modifiable Code. For any Modifiable Code that is modified, you must indemnify, defend, and hold harmless Microsoft from any claims, including attorneys’ fees, related to the modification or use of your programs that include any Modifiable Code that was modified.
iii. Restrictions. You may not
• alter any copyright, trademark, or patent notice in the Modifiable Code;
• use Microsoft’s trademarks in your programs’ names or in a way that suggests your programs come
from or are endorsed by Microsoft;
• modify any Modifiable Code to run on a platform other than Microsoft operating systems, run-time technologies, or application platforms;
• include Modifiable Code in malicious, deceptive, or unlawful programs; or
• modify the source code of any Modifiable Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification, or distribution, that
• the code be disclosed or distributed in source code form; or
• others have the right to modify it.
c. Third-Party Materials. The software may include third party applications or other materials (“Third Party Materials”) that are licensed to you under this agreement or under their own terms. License terms, notices, and acknowledgments, if any, for the Third Party Materials may be accessible in the accompanying notices file. Even if such Third Party Materials are governed by other agreements, the disclaimers, limitations on, and exclusion of damages below also apply to the extent allowed by applicable law.
d. Open Source Components. The software may contain third party copyrighted software licensed under open source licenses with source code availability obligations. Copies of those licenses are included in the ThirdPartyNotices file or other accompanying notices file. You may obtain a copy of the corresponding source code from Microsoft, for a period of three years after our last shipment of the software, if and as required under the relevant open source license by sending a money order or check for $5.00 to: The Source Code Compliance Team, Microsoft Corporation, On e Microsoft Way, Redmond, WA 98052 USA. Please write the name and version of the source code (e.g., "source code for Chromium v. 31.0.1650.57 for Microsoft Dynamics 365 for Operations (on-premises)) in the memo line of your payment. You may also find a copy of the source, if and as required, at http://aka.ms/getsource.
e. Included Microsoft Applications. The software contains components from other Microsoft applications. These components are governed by separate agreements and their own product support policies, as described in the license terms found in the installation directory for that component or in the “Licenses” folder accompanying the software.
f. Fictitious Data. The uniform resource locators (URLs), addresses, names of individuals, companies, cities, states, and other items depicted and referenced in the software or documentation are fictitious in nature. They are provided as examples and illustrations only. No real association or connection is intended or should be inferred.
g. Fonts. While the software is running, you may use its fonts to display and print content. You may only (i) embed fonts in content as permitted by the embedding restrictions in the fonts; and (ii) temporarily download them to a printer or other output device to help print content.
h. License Mobility and Outsourcing Software Management.
• License Mobility. You may reassign your ERP solution licenses, for which you are under a current maintenance plan, to (i) any servers running physical or virtual OSEs dedicated to you and located within the same Server Farm as often as needed, or (ii) from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment).
• Outsourcing Software Management. You may install and use permitted copies of the software on servers and other devices that are under the day-to-day management and control of third parties, provided all such servers and other devices are and remain fully dedicated to your use. You are responsible for all of the obligations under your licensing agreement regardless of the physical location of the hardware upon which the software is used.
i. Complex Software. The software is complex computer software. Its performance will vary depending on your hardware platform, software interactions, the configuration of the software, and other factors. The software is neither fault tolerant nor free from errors, conflicts, or interruptions.
6. DATA COLLECTION. The software may collect information about you and your use of the software and send that information to Microsoft. Microsoft may use this information to provide services and improve Microsoft’s products and services. Your opt-out rights, if any, are described in the product documentation. Some features in the software may enable collection of data from users of your applications that access or use the software. If you use these features to enable data collection in your applications, you must comply with applicable law, including getting any required user consent, and maintain a prominent privacy policy that accurately informs users about how you use, collect, and share their data. You can learn more about Microsoft’s data collection and use in the product documentation and the Microsoft Privacy Statement at https://go.microsoft.com/fwlink/?LinkId=521839. You agree to comply with all applicable provisions of the Microsoft Privacy Statement.
7. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Microsoft reserves all other rights. Unless applicable law or a separate written contract with Microsoft 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 allow you to use it only in certain ways. You may use the software only for your internal business purposes. You also must not (and have no right to):
• work around any technical limitations in the software;
• reverse engineer, decompile, or disassemble the software, or attempt to do so, except and only to the extent that applicable law expressly permits, despite this limitation, or permitted by licensing terms governing the use of open- source components that may be included with the software;
• remove, minimize, block, or modify any notices of Microsoft or its suppliers in the software;
• use the software in any way that is against the law or to create or propagate malware;
• make more instances of the software than specified in this agreement, the documents referenced in section 3.a, or allowed by applicable law, despite this limitation;
• share, publish, distribute, or lend the software, or provide the software as a stand-alone hosted solution for others to use; or
• use the software for commercial software hosting services.
Your rights to use the software are perpetual but may be revoked if you do not comply with the terms of this agreement. Rights to use the software do not give you any right to implement Microsoft patents or other Microsoft intellectual property.
8. BACKUP COPY. You may make multiple instances of the software for backup, development, and testing purposes, so long as such instances are not used in a production environment and the development is for your internal business purposes only. Your instances may be hosted by a third party on your behalf.
9. LICENSE TRANSFER. Nothing in this agreement prohibits the transfer of the software to the extent allowed under applicable law if the distribution right has been exhausted.
10. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.
11. ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country.
12. DOWNGRADE. You have no rights under this agreement to use earlier versions of the software and Microsoft is not obligated to supply earlier versions to you, in each instance, except as specified in the applicable portions of the Product Terms.
13. EXPORT RESTRICTIONS. You must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use. For further information on export restrictions, visit http://aka.ms/exporting.
14. SUPPORT SERVICES. Microsoft provides support and maintenance services for the software as described at http://go.microsoft.com/fwlink/?LinkID=529480.
15. UPDATES.
(a) Operating System. The Windows Server operating system may periodically check for updates, and download and install them for you. You may obtain updates only from Microsoft or authorized sources. Microsoft may need to update your system to provide you with updates. You agree to receive these automatic updates without any additional notice. Updates may not include or support all existing software features, services, or peripheral devices.
(b) Software. Microsoft may, at any time, provide bug fixes, updates, enhancements, supplements, or additional features or functionality to the software as described at Software. Microsoft may, at any time, provide bug fixes, updates, enhancements, supplements, or additional features or functionality to the software as described at https://go.microsoft.com/fwlink/?linkid=851055 or its successor.
16. ENTIRE AGREEMENT. This agreement (including the warranty below), and any other terms Microsoft may provide for supplements, updates, third party applications, LCS, maintenance for the software, and the incorporated portions of the Product Terms document, are the entire agreement for the software. If there is a conflict between this agreement and the license grant (or the limitations on that license grant) in the incorporated portions of the Product Terms document, then those applicable terms in the Product Terms document will control. If there is any other conflict between this agreement and the Product Terms document the terms of this agreement will control.
17. APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES. If you acquired the software in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place o f business is located) govern the interpretation of this agreement, claims for its breach, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of laws principles. If you acquired the software in any other country, its laws apply. If U.S. federal jurisdiction exists, you and Microsoft consent to exclusive jurisdiction and venue in the federal court in King County, Washington for all disputes heard in court. If not, you and Microsoft consent to exc lusive jurisdiction and venue in the Superior Court of King County, Washington for all disputes heard in court .
18. CONSUMER RIGHTS; REGIONAL VARIATIONS. This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state, province, or country. Separate and apart from your relationship with Microsoft, you may also have rights with respect to the party from which you acquired the software. This agreement does not change those other rights if the laws of your state, province, or country do not permit it to do so. For example, if you acquired the software in one of the below regions, or mandatory country law applies, then the following provisions apply to you:
(a) Australia. You have statutory guarantees under the Australian Consumer Law and nothing in this agreement is intended to affect those rights.
(b) Canada. If you acquired this software or access to this VHD image in Canada, you may stop receiving updates by turning off the automatic update feature, disconnecting your device from the Internet (if and when you re -connect to the Internet, however, the software will resume checking for and installing updates), or uninstalling the software. The product documentation, if any, may also specify how to turn off updates for your specific device or software.
(c) Germany and Austria.
(i) Warranty. The properly licensed software will perform substantially as described in any Microsoft materials that accompany the software. However, Microsoft gives no contractual guarantee in relation to the licensed software.
(ii) Limitation of Liability. In case of intentional conduct, gross negligence, claims based on the Product Liability Act, as well as, in case of death or personal or physical injury, Microsoft is liable according to the statutory law.
Subject to the foregoing clause (ii), Microsoft will only be liable for slight negligence if Microsoft is in breach of such material contractual obligations, the fulfillment of which facilitate t he due performance of this agreement, the breach of which would endanger the purpose of this agreement and the compliance with which a party may constantly trust in (so - called “cardinal obligations”). In other cases of slight negligence, Microsoft will not be liable for slight negligence.
19. DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. Microsoft will defend you against any claims made by an unaffiliated third party that the software infringes its patent, copyright, or trademark, or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents).
You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and Microsoft will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which case “trade secret” will mean “undisclosed information” as described in Article 39.2 of the TRIPs agreement and “misappropriation” will mean intentionally unlawful use.
Our obligations will not apply to the extent that the claim or adverse final judgment is based on: (i) your use of the software after Microsoft notifies you to discontinue use due to such a claim; (ii) your combining the software with a non- Microsoft product, data, or business process including third party add-ons or programs; (iii) damages attributable to the value of the use of a non-Microsoft product, data, or business process; (iv)any modification to the software; (v) your distribution of the software to, or its use for the benefit of, any third party; (vi) your use of any pre-release code; (vii) your use of Microsoft trademark(s) without express written consent to do so; or (viii) for any trade secret claim, your acquiring a trade secret (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person (other than Microsoft or its affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. You will reimburse us for any costs or damages that result from these actions.
If Microsoft receives information concerning an infringement or misappropriation claim related to the software, Microsoft may, at its expense and without obligation to do so, either (i) procure for you the right to continue to run the software, or (ii) modify the software or replace it with a functional equivalent, to make it non-infringing, in which case you will stop running the software immediately. If, as a result of an infringement or misappropriation claim, your use of the software is enjoined by a court of competent jurisdiction, Microsoft will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid and terminate this license.
If any other type of third-party claim is brought against you regarding Microsoft’s intellectual property, you must notify us promptly in writing. Microsoft may, at its option, choose to treat these claims as being covered by this section. This section 19 provides your exclusive remedy for third-party infringement and trade secret misappropriation claims.
20. LIMITATION ON AND EXCLUSION OF DAMAGES. You can recover from Microsoft and its suppliers only direct damages up to the amount you paid for the software, except for claims covered by section 19. You cannot recover any other damages, including without limitation consequential, lost profits, special, indirect, punitive, or incidental damages.
This limitation applies to:
• anything related to the: (i) software, (ii) services, (iii) content (including without limitation code) on any third party Internet sites, or (iv) third-party programs; and
• claims for breach of contract; breach of warranty, guarantee, or condition; or 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.
It also applies even if:
• repair, replacement, or a refund for the software does not fully compensate you for any losses; or
• Microsoft knew or should have known about the possibility of the damages.
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.
21. SELF-AUDIT. The software includes features that identify the number of users accessing the ERP solution, access rights, and tasks run by each user compared to the licenses acquired by you (“access and usage report”). You must run the access and usage report using the latest version of the usage report tool at least once a year starting from the date you first licensed the software. You may voluntarily share the results of the access and usage report with Microsoft or any other third party, but you are not required to do so except if required under section 22.a.
22. VERIFYING COMPLIANCE.
a. Right to verify compliance. You are required to keep records (including proof of purchase) relating to the software you use under this agreement. Microsoft has the right to verify compliance with this agreement, at Microsoft’s expense. You agree to provide reasonable cooperation in the event of a compliance audit, including by allowing Microsoft, on request, to access the access and usage report as a tool in conducting the audit.
b. Verification process and limitations. To verify compliance, Microsoft will engage an independent accountant from an internationally recognized public accounting firm, which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 30 days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your operations. As an alternative, Microsoft can require you to complete Microsoft’s self-audit questionnaire relating to the software you use under this agreement, but reserves the right to use a verification process as set out above.
c. Verification frequency. If Microsoft undertakes verification and does not find material unlicensed use (license shortage of 5% or more), Microsoft will not undertake another verification of the same entity for at least one year.
d. Use of Results. Microsoft and Microsoft’s auditors will use the information obtained in compliance verification only to enforce Microsoft’s rights and to determine whether you are in compliance with the terms of this agreement. By invoking the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.
e. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use, you must promptly order sufficient licenses to cover your use. If material unlicensed use is found, you must reimburse Microsoft for the costs Microsoft has incurred in verification and acquire the necessary additional licenses at single retail license cost within 30 days.
f. IP Protection Features. The software may enable third-party intellectual property protection features (“IP Protection Features”) that restrict your access to third-party solutions you use, but that are not included with the software. Your use of such third-party solutions is governed by the license terms that accompany those solutions. You agree that Microsoft is not responsible for any failures or problems associated with such IP Protection Features. Microsoft does not, and will not, have any obligation to provide technical or other support for such IP Protection Features. Microsoft does not make any representation or warranty with regards to the functionality associated with those IP Protection Features.
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LIMITED WARRANTY
A. LIMITED WARRANTY. If you follow the instructions, the software will perform substantially as described in the Microsoft materials that you receive in or with the software.
References to “limited warranty” are references to the express warranty provided by Microsoft immediately above. This warranty is given in addition to other rights and remedies you may have under law, including your rights and remedies in accordance with the statutory guarantees under local consumer law.
B. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. The limited warranty covers the software for one year after acquired by the first user. 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. If the first user transfers the software, the remainder of the warranty will apply to the recipient.
To the extent permitted by law, any implied warranties, guarantees, or conditions last only during the term of the limited warranty. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some jurisdictions may not allow limitations on how long an implied warranty, guarantee, or condition lasts.
C. EXCLUSIONS FROM WARRANTY. This limited warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Microsoft’s reasonable control.
D. REMEDY FOR BREACH OF WARRANTY. Microsoft will repair or replace the software at no charge. If it is not practicable for Microsoft to repair or replace it, Microsoft will refund the amount shown on your receipt for the software. It will also repair or replace supplements, updates, and replacement software at no charge. If it is not practicable for Microsoft to repair or replace them, it will refund the amount you paid for them, if any. You must uninstall the software and return any media and other associated materials to Microsoft with proof of purchase to obtain a refund. These are your only remedies for breach of the limited warranty.
E. CONSUMER RIGHTS NOT AFFECTED. You may have additional consumer rights under your local laws, which this agreement cannot change.
F. WARRANTY PROCEDURES. You need proof of purchase for warranty service.
1. United States and Canada. For warranty service or information about how to obtain a refund for software acquired in the United States and Canada, contact Microsoft at:
• Tel: (800) MICROSOFT;
• Microsoft Customer Service and Support, One Microsoft Way, Redmond, WA 98052-6399; or
• visit www.microsoft.com/info/nareturns.htm.
2. Europe, Middle East, and Africa. If you acquired the software in Europe, the Middle East, or Africa, Microsoft Ireland Operations Limited makes this limited warranty. To make a claim under this limited warranty, contact either:
• Microsoft Ireland Operations Limited, Customer Care Centre, Atrium Building Block B, Carmanhall Road, Sandyford Industrial Estate, Dublin 18, Ireland; or
• the Microsoft affiliate serving your country (see www.microsoft.com/worldwide).
3. Australia. If you acquired the software in Australia, contact Microsoft to make a claim at:
• Tel: 13 20 58; or
• Microsoft Pty Ltd, 1 Epping Road, North Ryde NSW 2113, Australia.
4. Outside United States, Canada, Europe, Middle East, Africa, and Australia. If you acquired the software outside the United States, Canada, Europe, the Middle East, Africa, and Australia, contact the Microsoft affiliate serving your country (see www.microsoft.com/worldwide).
G. NO OTHER WARRANTIES. The limited warranty is the only direct warranty from Microsoft. Microsoft gives no other express warranties, guarantees, or conditions. Where allowed by your local laws, Microsoft 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.
FOR AUSTRALIA ONLY. In this paragraph, “goods” refers to the software for which Microsoft provides the express warranty. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. Goods presented for repair may be replaced by refurbished goods of the same type rather than being replaced. Refurbished parts may be used to repair the goods.
H. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. The Limitation on and Exclusion of Damages clause above applies to breaches of this limited warranty.
This limited warranty gives you specific legal rights, and you may also have other rights that vary from state to state and from country to country.
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