LICENSE AGREEMENT

This license agreement is applicable to a software application, hereinafter referred to as: “Software”, created and/or developed by NAV24 sp. z o.o. with its registered office in Bielsko-Biała, ul. Generała Maczka 9, 43-300 Bielsko-Biała, registered in the Register of Entrepreneurs of the National Court Register, maintained by Sąd Rejonowy w Bielsku-Białej VIII Wydział Gospodarczy Krajowego Rejestru Sądowego (the District Court for Bielsko-Biała VIII Commercial Division of the National Court Register) under the number 0000481874, having the fiscal identification number (NIP): 5472148066, hereinafter referred to as: “NAV24” and is applicable to any person or entity who acquires the right to use Software under the terms herein, hereinafter referred to as the “User”. This license agreement applies if no other written agreement has been concluded between NAV24 and User.

This license agreement is supplement to the Microsoft Dynamics 365 Business Central Software License Terms – Microsoft, (i.e. Microsoft Licence Terms, governing the rules for use of Microsoft Dynamics 365 Business Central) and is applicable to the registered solutions created or developed by NAV24.

1. Copyrights

Software (including its customizations and documentation) was created and/or developed by NAV24 and thus NAV24 has full copyrights (economic and personal) to Software and Software is a trade secret of NAV24. NAV24 retains its copyrights and other intellectual property rights for Software (including its customizations and documentation) and all copies, parts and translations thereof for the whole duration hereof.

User, for the whole duration hereof, undertakes not to take any actions beyond the scope of the license granted herein that infringes or may infringe NAV24’s copyrights to Software, in particular User is not entitled to use Software within fields of exploitation that are not entailed hereby, not to implement any modifications to Software nor to remove any identification marks (the copyrights, trademarks and other rights) on Software and/or its documentation.

2. License

Upon the terms and conditions herein NAV24 grants User the non-exclusive, unpaid, unlimited territoriality and non-transferable right to use Software and documentation thereto in accordance with the terms and conditions herein solely within the scope of the User’s business operations and on the belowlisted fields of exploitation:
1) in the field of Software – permanent or temporary reproduction (taking into account the other provisions of the terms and conditions hereof and applicable copyright law) in full or in part, by any means and in any form, including to the extent necessary to introduce, display, use and store Software as part of User’s business operations;
2) In the scope of documentation – recording and reproduction in whole or in part by any means and in any form, including digital technique, to the extent necessary to use the documentation for the purposes of using Software as part of User’s business operations.

Software and documentation thereto may only be used by User’s authorized personnel, hereinafter referred to as: “End Users”, in particular by User’s employees. User bears full legal liability for End User’s compliance with the terms and conditions hereof for the whole duration hereof, as for its own actions or omissions.

This license together with the documentation includes modifications, improvements, expansion and other changes of Software installed at User, during the term hereof, in accordance with the scope indicated herein. User accepts that the use of Software is not subject to the licensing rules set out in Microsoft license agreements, including in the Microsoft Software License Terms. User accepts that due to the fact that Software relates to Microsoft Dynamics 365 Business Central Software or software created and/or developed by third parties, proper use of Software also requires compliance with Microsoft Software License Terms or license terms of software created and/or developed by third parties.

3. Limitations of license

Unless otherwise stipulated herein User is not allowed to:
1) edit, alter, modify, adapt, translate, or otherwise change the whole or any part of Software;
2) combine or incorporate the whole or any part of Software with or into any other software;
3) decompile, disassemble, or reverse engineer of Software;
4) reproduce, copy, distribute, resell, or otherwise use Software for any commercial purpose;
5) allow any third party to use Software on behalf of or for the benefit of any other third party;
6) observe, test and test the functioning of Software in order to learn its ideas and principles;
7) use Software in any way which breaches any applicable local, national, or international law;
8) use Software for any purpose that NAV24 considers to be a breach hereof.

User may not copy Software, except for performing a backup copy for installation or data archive purposes. The backup cannot be used simultaneously with Software.

User agrees to the exchange of information between NAV24 (or entities cooperating with NAV24), and Microsoft, to the extent required by Microsoft regarding the use of, among others Software and documentation), as well as necessary for User to receive Microsoft services and communications and to verify User’s compliance with the provisions of separate license agreements concluded by User with Microsoft (including Microsoft Software License Terms).

4. Upgrade

User, within the terms and conditions herein, may receive another version of the Software, hereinafter referred to as “Upgrade” to a newer version of Software. If Upgrade requires a new version of Microsoft Dynamics 365 Business Central Software or software created and/or developed by third parties User acquires a valid license from Microsoft or third party. User accepts that NAV24, not Microsoft, bears (unless the provisions of the License Terms expressly provide otherwise) liability for Upgrade of Software and the possible consequences of their impact on the functionality of Software, Microsoft Dynamics 365 Business Central Software or software created and/or developed by third parties, related documentation, as well as on User’s systems or activities.

5. Liability

NAV24 is not liable for any direct or indirect loss or damage or other loss to User or any third party arising out of User’s use of Software or failure or interruption of service or errors in the information processed by Software. NAV24 is not liable in any way for the data confidentiality in connection with the transmission of information via the Internet in the use of Software. NAV24 is not liable for damage that occurs due to a potential safety deficiencies of User’s computer system or because of defects/deficiencies in User’s original information to Software. NAV24 is not liable for damages for a lost profit.

NAV24 cannot guarantee that Software is completely free of minor errors in the program (bugs) and the User is aware and accepts that flawless Software cannot be achieved. User acknowledges that Software, part of Software or certain functions of Software may have some downtime.

6. Warranty

NAV24 guarantees that Software provided by NAV24 will operate in accordance with accompanying documentation for a period of 12 months from the date of receipt of Software, i.e. no fatal error will occur in Software (i.e. incorrect operation of Software, Microsoft Dynamics 365 Business Central Software or software created and/or developed by third parties resulting in the total inability to use Software, Microsoft Dynamics 365 Business Central Software or software created and/or developed by third parties, or such limitation of use that it ceases to fulfill its basic functions. An example of a Critical Error is the inability to run Software, Microsoft Dynamics 365 Business Central Software or software created and/or developed by third parties, no read/write from the database, loss of data or their consistency, no user login, no available critical functions of Software, Microsoft Dynamics 365 Business Central Software or software created and/or developed by third parties.

If, during the warranty period, User presents in writing documents demonstrating a breach of the warranty, NAV24 at its own choice:
1) provides at its own expense a new error-free version of Software or a carrier containing Software without defects;
2) remedies the error or a defect at his own expense;

The warranty granted hereupon does not apply if Software error or a defect arose as a result of events beyond control of NAV24, including as a result of using Software contrary to Software documentation or the terms and conditions hereof. Modifying Software to any extent by anyone outside of NAV24 (including User) voids the warranty granted hereupon.

This warranty is the only guarantee provided by NAV24. The parties exclude NAV24 liability arising from the warranty for defects of Software.

7. Terms of license

The license to Software is granted for an indefinite period of time.

In the event of a breach of the terms and conditions hereof by User (or End User), NAV24 is entitled to terminate the this license with an immediate effect. User may terminate this license at any time with one month’s notice, by notifying NAV24 in writing. Upon termination of this license, User is obliged to immediately cease using Software and Software documentation and to completely remove Software and Software documentation, as well as to destroy the original copy of Software and Software documentation and their copies, including the Software backup made for installation or archival purposes – without compensation and at your own expense. User is obliged to immediately, not later than within 2 business days from the date of license termination, inform NAV24 of the removal and destruction as above.

8. Confidentiality

1. Parties hereto undertake to keep secret and not to disseminate any information regarding the details hereof, Parties hereto, their contractors and business operations, provided that such information is not generally known or Party has not obtained the written consent of the other Party.
2. Parties undertake to keep confidential and not to disclose to third parties information regarding the terms hereof.
3. In addition, Parties undertake not to disclose in any form confidential information about the other Party and obtained in the course of the implementation hereof to any third party. Confidential information includes commercial and financial information, the disclosure of which could affect the value of the enterprise or its financial result, business plans, technical knowledge, license documentation, business plans.
4. In case of doubt as to whether a given information constitutes secrets of the other Party, the interested party is obliged to contact the other Party in writing to clarify this doubt.
5. Parties shall keep strictly confidential and will not directly or indirectly disclose, transfer, distribute, share or use any information regarding the other Party hereto, unless such information:
a. were/are generally available and widely known in the industry (but not as a result of disclosure by NAV24 in violation of this agreement);
b. they have been made public in a way that does not constitute a violation of this contract;
c. disclosed to the public on the basis of the written consent of the other Party;
d. they must be disclosed due to applicable law in the territory of the Republic of Poland.
6. Parties agree that the provisions of this paragraph shall apply within 2 years of the termination or expiration hereof.
7. In the event of a breach of the obligation of confidentiality, the other Party may terminate this licensee agreement with an immediate effect.

9. Final provisions

1) This licensee agreement constitutes the entire agreement between the parties relating to the User’s use of Software. Any written or verbal commitments and pledges prior to the this licensee agreement are replaced by this license agreement.
2) License conditions are subject to Polish law.
3) Any disputes arising from or in connection herewith are settled by a common court competent for the NAV24 registered office.

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