End User License Agreement

The license agreement below applies to the “Docentric AX” product.
THIS IS A LEGAL DOCUMENT — RETAIN FOR YOUR RECORDS.

BY INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, DOWNLOAD, COPY OR USE THE PRODUCT.

Licensor:
Docentric d.o.o.
Ljubljanska cesta 24G
4000 Kranj
Slovenia

END USER LICENSE AGREEMENT

Definitions

If the following words are utilized in these End User License Agreement terms and conditions they shall have these meanings ascribed to them respectively as follows:

“Agreement” means these End User License Agreement terms and conditions.

“Company” means Docentric d.o.o., Ljubljanska cesta 24G, 4000 Kranj, Slovenia.

“Customer” means the legal entity (i.e. registered company, or legally constituted public body or financial institution) licensed to use the Software.

“Customer Group Company(ies)” means any company belonging to the same group of companies to which the Customer belongs, where such company controls, is controlled by, or is under common control with the Customer (where “control” means having more than fifty percent (50%) voting securities in a company). For the avoidance of doubt joint ventures, partnerships and any other third parties are specifically excluded under this definition.

“Guest Operating System” means instances of third-party operating systems licensed by Customer and installed in a Virtual Machine (or otherwise emulated) or hardware system(s) hosting the Software. Virtualization technology may not be used to circumvent other licensing terms and conditions and related restrictions.

“Named User” means a specific named individual registered on a single installed Software device, irrespective as to whether such user is logged on to, or actively accessing any or all of the licensed Software. A Named User license may not be shared by multiple users nor used concurrently with other Software devices.

“Non-Human Devices” means any device(s) (including but not limited to: virtual PCs, build servers and unattended PCs performing batch jobs) that utilize the Software without interaction.

“Order” means the document to which this Agreement is appended and which specifies the Software and type of licenses being acquired by the Customer, as applicable.

“Software” means the software product “Docentric AX” that is licensed under this Agreement, including, but not limited to, any related application programming interfaces, associated media, printed materials, online or electronic documentation.

“Server” means a single physical computer of a type that meets the specifications as set forth in the applicable product data sheets or computer hardware/Software systems compatibility guides published by the Company. Multiple computers that share processing power or operate in a networked configuration as a single logical computer, such as a “server farm” or similar arrangement, constitute multiple separate Servers for the purpose of this Agreement.

“Virtual Machine” means an instance of a Guest Operating System and any application programs installed thereon, running on a computer on which the Software is installed, or suspended to disk or any other storage media accessible by the computing device. Virtualization technology may not be used to circumvent other licensing terms and conditions and related restrictions.

1. General

This Agreement shall apply to the Customer’s purchase of Software licenses from the Company’s appointed partner. In the event of a conflict between this Agreement and any license agreement supplied with the Software, then this Agreement shall take precedence and shall apply to the exclusion of all oral representations and all other terms and conditions printed on any purchase order or other document(s) prepared by Customer irrespective of their date. The parties agree that they have not relied upon any other representations, terms or conditions in entering into this Agreement. This Agreement may only be added to or amended by the Company.

2. Ownership

Customer acknowledges that the Software is licensed not sold and that all copyrights, patents, trade secrets and other rights, title and interest therein in whole or in part and all copies thereof, are the sole property of the Company or its related entities or third party suppliers. Customer shall gain no right, title or interest in the Software by virtue of this Agreement other than the non-exclusive right of use granted herein. Without limiting the foregoing, Customer specifically acknowledges Company’s exclusive rights to ownership in any copy, modification, translation, enhancement, adaptation, or derivation of the Software.

3. License and Use

3.1 Subject to the terms and conditions contained in this Agreement and Customer’s payment of applicable Software license fees, the Company hereby grants to the Customer a non-exclusive, non-transferable, irrevocable and perpetual license (unless otherwise specified at time of purchase in an Order), without rights to sublicense, to use the Software for the purpose as set forth in the applicable documentation for the Software; and according to the license restrictions set forth at time of purchase in accordance with this Clause 3.

3.1.1 Customer acknowledges and agrees that it shall only use the Software licensed under this Agreement for its own benefit and where licensed on an Enterprise basis, for the benefit of those Customer Group Companies permitted to access the Software.

3.1.2 Should the Customer make back-up copies of their Software environments, such backup copies may not be utilized at the same time as the live Software environment and may only be used in event of a failure of the live Software environment. Where a back-up copy of the Software is installed, the original instance of the Software shall no longer be licensed for use and must be permanently deleted without delay. For the avoidance of doubt backup copies of the Software may not be used for temporary or permanent testing, disaster recovery provision or any other purposes.

3.1.3 Customer will not otherwise copy, translate, modify, adapt, decompile, disassemble or reverse engineer the Software, except only when and to the limited extent that applicable law expressly permits such activity irrespective of the limitations contained herein.

3.2 The Software is licensed in accordance with the relevant Order on either a “Corporate” or “Enterprise” basis as defined below; and with one or more of the additional license parameters also specified below and reflected in an Order.

3.2.1 Corporate License
means the Software may only be used for the internal business purposes of the Customer and the Customer shall not permit access to the Software, or use of the Software for the benefit of any Customer Group Company, affiliated legal entity or third party.

3.2.2 Enterprise License
means the Software may only be used for the internal business purposes of the Customer and/or Customer Group Companies (collectively “Legal Entities”).

3.3 Additional license parameters

These parameters are dependent upon which Software product is licensed in accordance with the Company’s then current price list:

3.3.1 For Microsoft Dynamics AX: The specified number of instances of the Software (“Docentric Server”) installed on Servers (for the purposes of this Agreement Virtual Machines, Guest Operating Systems or Non-Human Devices shall be deemed to be Servers).

3.3.2 For Microsoft Dynamics AX: The specified role of each single instance of the Software (“Docentric Server”): Development, Test or Production.

3.3.3 For Microsoft Dynamics 365 for Operations: The specified number of instances of the Software (“Docentric AX Plug-in”) installed in Development, Test or Production enviroments.

3.3.4 The specified number of Named Users using the Software (“Docentric AX Designer”).

3.4 Production License

Should the Customer require production (“Production”) license rights, then Production Software license(s) for the Software (“Docentric Server” in case of Microsoft Dynamics AX, or, “Docentric AX Plug-in” in case of Microsoft Dynamics 365 for Operations) must be purchased in accordance with this Clause 3.4.

3.4.1 A Production Software license must be purchased for each separate Software installation which is used as a live Software environment, i.e. production environment.

3.4.2 A Production Software license may be used for production, development or test purposes.

3.5 Development License

Should the Customer require development (“Development”) license rights, then Developer Software license(s) for the Software (“Docentric Server” in case of Microsoft Dynamics AX, or, “Docentric AX Plug-in” in case of Microsoft Dynamics 365 for Operations) must be purchased in accordance with this Clause 3.5.

3.5.1 For Microsoft Dynamics AX: A Development Software license must be purchased for each separate Software installation which may be used by the Customer to provide any form of development or test environment.

3.5.2 For Microsoft Dynamics AX: A Development Software license may only be used for development or test purposes and may not be used in connection with Customer’s day to day business as a live Software environment, i.e. production environment.

3.5.3 For Microsoft Dynamics 365 for Operations: A single Development License must be purchased if there is at least one development environment. One Development License covers all development environments which may be used by the Customer.

3.5.4 For Microsoft Dynamics 365 for Operations: A Development Software license may only be used for development purposes and may not be used in test or production environment.

3.6 Test License

Should the Customer require test (“Test”) license rights, then Test Software license(s) for the Software (“Docentric Server” in case of Microsoft Dynamics AX, or, “Docentric AX Plug-in” in case of Microsoft Dynamics 365 for Operations) must be purchased in accordance with this Clause 3.6.

3.6.1 A Test Software license must be purchased for each separate Software installation which may be used by the Customer to provide any form of test environment.

3.6.2 A Test Software license may only be used for test and may not be used in development environment or in connection with Customer’s day to day business as a live Software environment, i.e. production environment.

4. Warranty

4.1 The Company warrants that in accordance with this Agreement:

4.1.1 it has title to the Software and has the right to grant the Software licenses purchased by the Customer; and

4.1.2 the Software supplied materially conforms to its standard specification.

4.2 The Customer’s sole and exclusive remedy in the event of breach of the above warranty is the correction of any failure reasonably determined by the Company as a failure by the Company to comply with such warranty provisions. Correction may comprise, at the Company’s sole discretion, replacing, repairing or adjusting the Software without charge to the Customer or refunding any relevant portion of paid fees. All remedies for any breach of the warranty provisions are available only if such breach is reported to Company in writing within ninety (90) days of shipment of the defective Software.

5. Limits of Liability

5.1 The Company’s maximum aggregate liability for any breach of its contractual obligations or any tortuous act or omission shall be limited to the total amount paid by Customer for Software licenses hereunder as at the date of any related claim.

5.2 In no event shall the Company have any liability:
5.2.1 for loss of profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of any action brought by a third party);

5.2.2 (including breach of warranty) which arises as a result of the misuse of the Software supplied hereunder, or use thereof in combination with any equipment and/or software not approved by the Company or as a result of any defect or error in any equipment and/or software not supplied by the Company;

5.2.3 for any illegal or unauthorized access to or release of any Customer data from any device whatsoever connecting to the Software, including, but not limited to, any access or release of such data arising from the accessing of any Customer login credentials and/or login to Customer account(s) by malware, viruses, or worms, for malicious or criminal activities including, but not limited to, fraudulent payments or fraudulent funds transfer.

5.2.4 unless the Customer shall have served notice in writing of any facts which may give rise to a claim against the Company hereunder within six (6) years of the date it either became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become so aware.

5.3 Except as expressly provided in this Agreement all warranties, conditions, representations, indemnities and guarantees, whether express or implied, arising by law, custom, oral or written statements of the Company or its third party licensors or otherwise (including, without limitation, any warranties of merchantability, fitness for particular purpose, or of error-free and uninterrupted use) are hereby superseded, excluded and disclaimed to the fullest extent permitted by law.

6. Pre-Release and Evaluation Product Additional Terms.

If the product you have received with this license is pre-commercial release or beta Software (“Pre-release Software”), then this Section applies. In addition, this section applies to all evaluation and/or demonstration copies of the Software (“Evaluation Software”) and continues in effect until you purchase a license. To the extent that any provision in this section is in conflict with any other term or condition in this Agreement, this section shall supersede such other term(s) and condition(s) with respect to the Pre-release and/or Evaluation Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Pre-release Software is a pre-release version, does not represent final product from the Company, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the pre-release and/or evaluation software is provided to you “as-is” with no warranties for use or performance, and the Company disclaims any warranty or liability obligations to you of any kind, whether express or implied. Where legally liability cannot be excluded for pre-release and/or evaluation software, but it may be limited, the Company’s liability and that of its suppliers shall be limited to the sum of fifty dollars (USD $50) in total. If the Evaluation Software has a time-out feature, then the software will cease operation after the conclusion of the designated evaluation period. Upon such expiration date, your license will expire unless otherwise extended. Access to any files created with the Evaluation Software is entirely at your risk. You acknowledge that the Company has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that the Company has no express or implied obligation to you to announce or introduce the Pre-release Software, and that the Company may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by the Company, you will provide feedback to the Company regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, your use of the Software is governed by such agreement. You may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by the Company of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from the Company and to abide by the terms of the license agreement for any such later versions of the Pre-release Software.

7. Third Party Intellectual Property Infringement

7.1 Company agrees to defend, at its expense, any suit against Customer based upon a claim that any Software licensed to Customer under this Agreement infringes any patent or copyright, and to pay any settlement, or any damages finally awarded in any such suit.

7.2 Company’s obligations under this Clause 7 shall not be effective unless Customer notifies Company in writing of any claim or threatened or actual suit within ten (10) days of knowledge thereof and Customer gives full control of the defense and settlement, along with Customer’s full co-operation, to Company.

7.3 Company may, at its own expense: (i) procure for Customer the right to continue to use the licensed Software; (ii) make the licensed Software non-infringing; or (iii) terminate the Software licenses and refund the applicable license fee (subject to three-year straight line depreciation) received from Customer.

7.4 Company shall have no liability for any claim based on: (i) Customer’s continued use after written notification, of a non-current release of the applicable licensed Software so long as a current release was made available to Customer without additional charge; (ii) Customer’s use of the licensed Software other than in accordance with the rights granted under this Agreement; (iii) Customer’s combination of the licensed Software with any other equipment or software not provided by Company, where such infringement would not have occurred but for such combination; or (iv) intellectual property rights owned by Customer or any of its affiliates.

7.5 This Clause 7 states Customer’s sole remedy and Company’s exclusive liability in the event that Customer’s use of any Software provided under this Agreement infringes on the intellectual property rights of any third party.

7.6 The indemnity provisions of this Clause 7 specifically do not apply to third party software (e.g. software which may be provided to the Customer by the Company wherein the Company is operating as a distributor for the third party licensor). Company’s sole obligation in the event that Customer’s use of third party software infringes on the intellectual property rights of any third party is to provide reasonable cooperation to the Customer, as necessary, for the Customer to benefit from any intellectual property indemnity that may be provided by the third party licensing such software to Customer.

8. Alterations

The Customer hereby undertakes not to alter or modify the whole or any part of any Software supplied nor, without the prior written consent of the Company, to permit the whole or any part of the Software supplied hereunder to be combined with or become incorporated in any other software.

9. Company Intellectual Property

Customer acknowledges that the information contained in the Software is confidential and contains trade secrets and proprietary data belonging to the Company (or its third party licensors), and that the presence of copyright notices on the medium containing the Software does not constitute publication or otherwise impair the confidential nature thereof. Customer shall implement all reasonable measures necessary to safeguard the Company’s (and its third party licensors) ownership of, and the confidentiality of the Software, including, without limitation: (a) allowing its employees, agents and third parties access to the Software only to the extent necessary to permit the performance of their ordinary services to the Customer and to require, as a condition to such access, that such persons comply with the provisions of this Clause 9; (b) cooperating with the Company (and its third party licensors, if appropriate) in the enforcement of such compliance by Customer’s employees, agents and third parties; (c) prohibiting the removal or alteration of any copyright or confidentiality labels or notices contained in the Software; (d) prohibiting the copying of the Software except as permitted pursuant to this Agreement; and (e) not disclosing the Software to any third party other than to the limited extent permitted under this Agreement. Notwithstanding the foregoing, the Customer agrees not to disclose the Software (without the Company’s prior written consent) to any service bureau or other third party whose primary function shall be to provide the Customer with hosting and/or day-to-day management and support responsibility for the Software. Customer acknowledges that use or disclosure of the Software in violation of this Agreement may cause irreparable harm to the Company (and/or its third party licensors). Customer acknowledges that no remedy available in law may be sufficient in the event of a material breach of this Agreement by the Customer, its agents, employees, sub-contractors or third parties, or Customer Group Company in respect of the confidentiality of the Company’s intellectual property. 

10. Confidentiality

Each party shall treat as confidential information all information (including Software) obtained from the other pursuant to the contract between them and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to the Order (and not subject to any confidentiality undertakings), which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach) or which is trivial or obvious. Each party shall ensure that its employees are aware of and comply with the provisions of this condition and ensure that it is observed and performed by them.

11. Termination

11.1 Either party may terminate this Agreement if:

(i) the other party commits any material breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing so to do; or

(ii) the other party has an interim or bankruptcy order made against it or enters into or becomes subject to a scheme, composition or voluntary arrangement with its creditors or becomes subject to a winding-up, dissolution, administration or receivership proceedings;

11.2 The Company may further without prejudice to its other rights, stop Equipment and/or Software in transit, suspend the performance of Professional Services or further deliveries of Equipment and/or Software, and/or terminate the Agreement and any licenses granted to Customer forthwith on giving notice in writing to the Customer if Customer fails to pay any invoice in accordance with the foregoing payment terms.

11.3 Upon termination of any Software license, irrespective of cause, the Customer shall return forthwith all copies of the Software subject to the terminated license without any rights of refund, unless such termination is made by the Company in accordance with the provisions of Clause 7.3.

12. Assignment

The Customer shall not be entitled to assign, sub-license or otherwise transfer the rights and obligations granted hereunder, whether in whole or in part unless otherwise agreed in writing by a duly authorized representative of the Company.

13. U.S. Government End Users

The Product Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Product Software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.

14. Force Majeure

Neither Party shall be responsible for any delay nor failure in performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to: an act of God; an act of war; civil unrest, terrorism, riot, epidemic/pandemic; fire, explosion or accidental damage; extreme weather conditions (to include but not limited: to flood, storm, or other disaster); an act of government; industrial action or lockouts; and failure of the world wide web. In the event of such a Force Majeure event, the time for performance or cure shall be extended for a period equal to the greater of the duration of the Force Majeure or three (3) months. The party claiming to be prevented, hindered or delayed in the performance of any of its obligations under the Agreement by reason of a Force Majeure event shall use all reasonable commercial endeavors to mitigate against the effects and consequences of the Force Majeure event. The affected party shall resume performance of its obligations under the Agreement immediately upon the end of the Force Majeure event. Where no performance or cure is possible after the three month period has elapsed, and in the reasonable view of the parties will not be forthcoming or possible within a further one (1) month from that date, the party not affected by the Force Majeure event may decide to terminate the Agreement on service of written notice upon the party so prevented, hindered or delayed, in which case no party shall have any liability or obligation to the other under the Agreement other than the payment of monies due.

15. Notices

Any notice or other communication to be given under this Agreement must be in writing and may be delivered or sent by pre-paid first class letter post to the Company at its registered address or facsimile transmission.
Any notice or document shall be deemed served: if delivered electronically by e-mail at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission at the time of delivery.

16. Invalidity

The invalidity, illegibility or unenforceability of any provision shall not affect any other part of this Agreement.

17. Third Party Rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement (including Customer Group Companies, aside from any rights that they may have to use the Software pursuant to the Customer’s license grant hereunder). This condition does not affect any right or remedy of any person which exists or is available otherwise pursuant to the Act.

18. Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Slovenia (excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that exclusive jurisdiction for any claim or dispute with the Company or relating in any way to your use of the Software resides in the competent court in Ljubljana and you further agree and expressly consent to the exercise of personal jurisdiction in the competent court in Ljubljana in connection with any such dispute or claim. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.