MICROSOFT SOFTWARE LICENSE TERMS MICROSOFT DYNAMICS AX 2012 R2

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1 MICROSOFT SOFTWARE LICENSE TERMS MICROSOFT DYNAMICS AX 2012 R2 These license terms are an agreement ( agreement ) between Micrsft Crpratin (r based n where yu are lcated, ne f its affiliates) and yu. Please read them. This agreement supersedes any license terms embedded in the sftware. It applies t the sftware named abve, including the media n which yu received it, if any. This agreement als applies t any Micrsft updates, supplements, Internet-based services, and supprt services fr this sftware, unless ther terms accmpany thse items. If s, thse terms apply. By installing, having installed, r using the sftware, yu accept this agreement. If yu d nt accept this agreement, d nt install, have installed r use the sftware. If yu cmply with this agreement, yu have the rights belw. 1. OVERVIEW. a. Sftware. The sftware may include server sftware; client sftware that can be installed n devices and/r used with the server sftware; additinal cmpnents that may be separately licensed; and any updates r supplements fr the sftware. b. License Mdel. The sftware is licensed based n 2. DEFINITIONS. the number f instances f ERP slutins that yu run; the number f yur users r devices that access the ERP slutin; and the tasks enabled by yur users r devices in the server sftware. affiliate means any legal entity that wns, is wned by, r that is under cmmn wnership with a party; business prcess utsurcing means the cntracting f a specific critical r nn-critical business task, functin r prcess t a third-party service prvider, where (i) the services prvided include direct r indirect access t the sftware, and (ii) the license t the sftware is nt granted by Micrsft; CAL means client access license; client sftware means the cmpnents f the sftware that allw a device t access r use the server sftware r t use certain aspects f the server sftware; device means a single persnal cmputer, wrkstatin, terminal, handheld cmputer, mbile phne, persnal digital assistant, r ther electrnic device, including ecmmerce Servers; ecmmerce means the buying and selling f prducts r services ver electrnic systems such as the Internet and ther cmputer netwrks; ecmmerce Server means a server that is either a frnt end prtal, website r search server that accesses an ecmmerce Cmpnent; ERP means enterprise resurce planning; ERP slutin means the sftware that cntrls yur users and financial reprting units; instance means an image f sftware that is created by executing the sftware s setup r install prcedure r by duplicating an existing instance; wnership means mre than 50% wnership; December 2012 Page 1

2 partner means the channel partner that has signed an agreement with Micrsft authrizing that partner t market and distribute cpies f the sftware; pint f sale device means ne device, used by any user, t access yur system database fr the purpse f cmpleting custmer facing sales r services transactins; run an instance means lading an instance f the sftware int memry and executing ne r mre f its instructins. Once running, an instance is cnsidered t be running (whether r nt its instructins cntinue t execute) until it is remved frm memry; server means a physical hardware system capable f running server sftware. A hardware partitin r blade is cnsidered t be a separate physical hardware system; server sftware means the cmpnents f this sftware that prvides services r functinality n yur server; third party user means any user that is nt yur emplyee, cntractr r agent; and yu r yur means the legal entity that has agreed t this agreement and its affiliates. 3. INSTALLATION AND USE RIGHTS. a. License keys. Yu may nt duplicate license keys withut Micrsft s prir written cnsent. b. Server sftware. Befre yu run any instance f the server sftware under a server license, yu must assign that license t ne f yur servers. That server is the licensed server fr that particular license. Yu may assign ther server licenses t the same server, but yu may nt assign the same license t mre than ne server. c. Client sftware. Yu may run an unlimited number f instances f the client sftware. Hwever, yu may use the client sftware nly with the server sftware. d. Retail Extensible Cmpnents i. ecmmerce Cmpnents. The sftware may include certain plug-ins, runtime r ther ecmmerce cmpnents identified in printed r nline dcumentatin ( ecmmerce Cmpnents ) that allw yu (r a third party acting n yur behalf) t extend their functinality t create ecmmerce applicatins fr yur custmers that include ecmmerce Cmpnents ( ecmmerce Applicatins ). Fr additinal infrmatin abut the ecmmerce Cmpnents, see In all circumstances, the ecmmerce Cmpnents are nly thse files specifically designated as such by Micrsft. Yu must btain a separate server license fr each running instance f the ecmmerce Cmpnents. If ecmmerce Cmpnents are prvided with the sftware: ii. iii. Yu may: (i) cpy, alter, adapt, mdify r create derivative wrks f the ecmmerce Cmpnents fr use slely in yur ecmmerce Applicatins; (ii) install, test, develp and deply yur ecmmerce Applicatins slely with the sftware and Micrsft SharePint; r (iii) use yur ecmmerce Applicatins slely with the sftware and Micrsft SharePint. Yu will nt, and will nt permit r authrize any third party t: (i) use the ecmmerce Cmpnents (including any prtin theref) fr any purpse ther than as licensed in sectin 3(d)(i); (ii) use the ecmmerce Cmpnents t develp ecmmerce Applicatins fr any platfrm ther than the sftware and Micrsft SharePint; r (iii) distribute any f the ecmmerce Cmpnents. Pint f Sale Cmpnents. The sftware may include certain plug-ins, runtime r ther pint f sale cmpnents identified in printed r nline dcumentatin ( POS Cmpnents ) that allw yu (r a third party acting n yur behalf) t extend their functinality t create applicatins fr yur pint f sale device(s) that include POS Cmpnents ( POS Applicatins ). Fr additinal infrmatin abut the POS Cmpnents, see In all circumstances, the POS Cmpnents are nly thse files specifically designated as such by Micrsft. If POS Cmpnents are prvided with the sftware: Yu may: (i) cpy, alter, adapt, mdify r create derivative wrks f the POS Cmpnents fr use slely in yur POS Applicatins; (iii) install, test, develp and deply yur POS Applicatins slely with the sftware; r (iii) use yur POS Applicatins slely with the sftware. Yu will nt, and will nt permit r authrize any third party t: (i) use the POS Cmpnents (including any prtin theref) fr any purpse ther than as licensed in sectin 3(d)(ii); (ii) use the POS Cmpnents t develp POS Applicatins fr any platfrm ther than the sftware; r (iii) distribute the POS Cmpnents. Mbile Pint f Sale Cmpnents. The sftware may include certain plug-ins, runtime r ther mbile pint f sale cmpnents identified in printed r nline dcumentatin ( Mbile POS Cmpnents ) that allw December 2012 Page 2

3 iv. yu (r a third party acting n yur behalf) t extend their functinality t create applicatins fr yur mbile pint f sale device(s) that include Mbile POS Cmpnents ( Mbile POS Applicatins ). Fr additinal infrmatin abut the Mbile POS Cmpnents, see In all circumstances, the Mbile POS Cmpnents are nly thse files specifically designated as such by Micrsft. If Mbile POS Cmpnents are prvided with the sftware: Yu may: (i) cpy, alter, adapt, mdify r create derivative wrks f the Mbile POS Cmpnents fr use slely in yur Mbile POS Applicatins; (iii) install, test, develp and deply yur Mbile POS Applicatins slely with the sftware; r (iii) use yur Mbile POS Applicatins slely with the sftware. Yu will nt, and will nt permit r authrize any third party t: (i) use the Mbile POS Cmpnents (including any prtin theref) fr any purpse ther than as licensed in sectin 3(d)(iii); (ii) use the Mbile POS Cmpnents t develp Mbile POS Applicatins fr any platfrm ther than the sftware; r (iii) distribute the Mbile POS Cmpnents. Retail Server Cmpnents. The server sftware may include certain server cmpnents fr retail ( Retail Server Cmpnents ) that allw yu (r a third party acting n yur behalf) t extend the functinality f these cmpnents. The Retail Server Cmpnents are identified in printed r nline dcumentatin fr the sftware. In all circumstances, the Retail Server Cmpnents are nly thse files specifically designated as such by Micrsft. Fr additinal infrmatin abut the Retail Server Cmpnents, see Yu must btain a separate server license fr each running instance f the Retail Server Cmpnents. If Retail Server Cmpnents are prvided with the sftware: Yu may: cpy, alter, adapt, mdify r create derivative wrks f the Retail Server Cmpnents fr use slely with the sftware in yur internal business peratins. Yu will nt, and will nt permit r authrize any third party t: (i) use the Retail Server Cmpnents (including any prtin theref) fr any purpse ther than as licensed in sectin 3(d)(iv); r (ii) distribute any f the Retail Server Cmpnents. v. Retail Services Cmpnents. The sftware may include certain cmpnents fr retail services ( Retail Services Cmpnents ) that allw yu (r a third party acting n yur behalf) t extend the functinality f these cmpnents. An instance f the Retail Services Cmpnents can be used nly fr a single physical lcatin and it can be accessed nly by a pint f sale device. The Retail Services Cmpnents are identified in printed r nline dcumentatin fr the sftware. In all circumstances, the Retail Services Cmpnents are nly thse files specifically designated as such by Micrsft. Fr additinal infrmatin abut the Retail Services Cmpnents, see Yu must btain a separate device CAL fr each running instance f the Retail Services Cmpnents. If Retail Services Cmpnents are prvided with the sftware: Yu may: cpy, alter, adapt, mdify r create derivative wrks f the Retail Services Cmpnents fr use slely with the sftware in yur internal business peratins. Yu will nt, and will nt permit r authrize any third party t: (i) use the Retail Services Cmpnents (including any prtin theref) fr any purpse ther than as licensed in sectin 3(d)(v); r (ii) distribute any f the Retail Services Cmpnents. e. Additinal Cmpnents. If additinal cmpnents are available, yu may run an unlimited number f instances f the additinal cmpnents yu have licensed fr yur ERP slutin. Yu must btain a separate license fr each ERP slutin if yu wish t install an additinal cmpnent fr multiple ERP slutins. Fr additinal infrmatin and license restrictins regarding additinal cmpnents, see 4. SERVER + CLIENT ACCESS LICENSE MODEL a. Client Access Licenses (CALs). Yu must acquire and assign a CAL t each device r user that accesses yur instances f the server sftware directly r indirectly. Yu d nt need CALs fr any f yur servers licensed t run instances f the ERP slutin. Yu d nt need CALs fr the first user that accesses yur instances f the ERP slutin slely fr administrative purpses. Yur CALs permit access t yur instances f earlier, but nt later versins f the server sftware. If yu are accessing instances f an earlier versin, yu may als use CALs crrespnding t that versin. Yu d nt need CALs fr third party users wh access the ERP slutin. December 2012 Page 3

4 Yur CALs inherit the rights attributed t lwer level CALs (within the same CAL type i.e. user r device). b. Types f CALs. There are tw types f CALs: ne fr devices and ne fr users. Each device CAL permits ne device used by any user, t access instances f the server sftware n yur licensed servers. Each user CAL permits ne user using any device, t access instances f the server sftware n yur licensed servers. Yu may use a cmbinatin f device and user CALs in the ERP slutin. The tasks a CAL entitles yu t perfrm are defined at each CAL level and are assciated with a specific set f menu items, gruped in security rles, in the ERP slutin. c. Menu Item means an bject that allws users t execute any f the fllwing actins within the ERP slutin (i) display r view a frm, subfrm r URL (Unifrm Resurce Lcatr) in a brwser applicatin; (ii) run a task that triggers a system class, functin, wrkflw r web-actin initiated by a user; r (iii) cause an utput in the ERP slutin r a separate device. The menu item bjects can be run in 2 mdes: read-nly (view data) r maintain (update, add, delete r authrize data). If a user r device perfrms tasks that execute menu items crrespnding t a CAL level that has greater functinality than the CAL yu purchased, then yu need t step up yur CAL t the higher CAL level that crrespnds t the menu item yu executed. In case f dubt abut the descriptin f the tasks perfrmed by each CAL level r discrepancies between the tasks a user r device is entitled t perfrm and the menu items effectively executed, the list f menu items executed by each dictates the CAL level yu must license as described in dum ( Menu Item Mapping Guide ). The Menu Item Mapping Guide is incrprated int this agreement by this reference and cntrls the designatin f CALs in case f any incnsistency with the task descriptin cntained in this agreement. d. CALs. The levels f CALs in hierarchical rder are: (i) Enterprise CAL this CAL permits ne user r device unrestricted access t all f the functinality in the server sftware including setting-up, administering and managing all parameters r functinal prcesses acrss the ERP slutin. (ii) Functinal CAL this CAL permits ne user r device t access limited functinality in the server sftware t perfrm the list f tasks described belw: manage a shp-flr within a prductin r manufacturing cycle; manage prjects and resurces; manage human resurces cycles; manage budget transfers and rganizatinal requests; create applicants r emplyee master data recrds; create a jb r a psitin requisitin; escalate r request apprval f invices pertaining t their clients; apprve vendr invices r vuchers fr services rendered; create and manage master data recrds pertaining t custmers, vendrs, prduct inventry r catalgs; and/r apprve requests frm Self-Serve CAL r Task CAL users. (iii) Task CAL this CAL permits ne user r device t access limited functinality in the server sftware t perfrm the list f tasks described belw: enter billable time; enter billable expenses; manage perfrmance and annual reviews, gal setting and cmpetencies; perate a retail pint f sale device; apprve vendr invices pertaining t indirect prcurement; and Task CAL users cannt perfrm wrkflw apprvals. (iv) Self Serve CAL this CAL permits ne user r device t access limited functinality in the server sftware fr purpses f perfrming the list f tasks described belw: create expense reprts; December 2012 Page 4

5 manage persnal data such as benefit enrllments; make time and attendance entries such as registering hurs, clck-in and clck-ut; enter emplyee service requisitins; prepare indirect prcurement requisitins pertaining t prducts r services fr the emplyee-user such as travel, ffice equipment, statinery; and/r make requests t add r enrll vendrs. e. Reassignment f CALs. Yu may (i) permanently reassign yur device CAL frm ne device t anther, as lng as the new device cmplies with the limitatins applicable t the specific device CAL level; (ii) permanently reassign yur user CAL frm ne user t anther; r (iii) temprarily reassign yur device CAL t an alternate device while the first device is ut f service, r yur user CAL t a temprary wrker while the user is absent. Fr additinal infrmatin abut the CAL levels and the license restrictins regarding CALs, see 5. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. a. Multiplexing. Hardware, sftware r any ther manual mechanism yu use t pl cnnectins, rerute infrmatin, reduce the number f devices r users that directly r indirectly access r use the sftware, r reduce the number f devices r users the sftware directly manages, (smetimes referred t as multiplexing r pling ), des nt reduce the number f licenses yu need. b. Third Party Hsting. Yu may have a third party hst the sftware n yur behalf slely fr access by yu. Yu may nt permit yur third party hsting vendr t allw access t the sftware by unaffiliated third parties except as therwise allwed by this agreement. Yur third party hsting vendr must agree t be bund by the terms and cnditins in this agreement. Yu may nt use the sftware fr business prcess utsurcing purpses. Hwever, yu may use the sftware t prvide business prcess utsurcing services t third party users prvided that they d nt access the sftware. c. License Grant fr Templates. Yu may cpy and use templates prvided with the sftware and identified fr such use in dcuments and prjects that yu create. Yu may distribute thse dcuments and prjects nncmmercially. d. Mdificatin Disclaimer. Yu may mdify the sftware nly as necessary t use it fr yur internal business purpses if yu received it in surce cde frm r yu r any third party acting n yur behalf have licensed tls frm Micrsft that allw yu r that third party acting n yur behalf t mdify the bject cde frm. Yu agree that Micrsft is nt respnsible fr any prblems that result frm mdificatins made by yu, a partner, r any ther third party acting n yur behalf, r any prblems that are caused by third party hardware r sftware. Micrsft des nt, and will nt have any bligatin t, prvide technical r ther supprt fr any mdificatins made by yu, a partner r any ther third party. Micrsft des nt make any representatin, endrsement, guaranty r assurance f the suitability f the sftware fr yur business, the suitability f the partner r any ther third party t create mdificatins r t implement the mdificatins r the sftware, r that any mdificatin created, implemented, supprted and/r serviced by, fr r n behalf f yu r any third party will meet yur business needs r perate successfully with the sftware. Micrsft and its partners are independent entities and Micrsft is nt liable fr nr bund by any acts f such business partners. e. Additinal Functinality. Micrsft may prvide additinal functinality fr the sftware, including certain nline services. Other license terms, cnditins and fees may apply. f. Cmplex Sftware. The sftware is cmplex cmputer sftware. Its perfrmance will vary depending n yur hardware platfrm, sftware interactins, the cnfiguratin f the sftware and ther factrs. The sftware is neither fault tlerant nr free frm errrs, cnflicts r interruptins. g. Restrictins related t the use f the fllwing Micrsft sftware: SQL Server 2008 Cmpnents. The sftware is accmpanied by Micrsft SQL Server sftware cmpnents, December 2012 Page 5

6 which are licensed under the terms f the respective SQL Server licenses lcated at g.micrsft.cm/fwlink/?linkid= Yu may nly use these cmpnents in cnjunctin with the sftware licensed here. If yu d nt agree t the SQL Server license(s), yu may nt use the respective cmpnents. Windws Identity Fundatin. The sftware cntains Micrsft Windws Identity Fundatin (KB974405) sftware (WIF). This sftware is part f Windws. Yu may use WIF with each validly licensed cpy f Windws. Yu may nt use WIF if yu d nt have a license fr Windws. Privacy statement: g.micrsft.cm/fwlink/?linkid= Micrsft.NET Framewrk Sftware and Benchmark Testing. The sftware includes ne r mre cmpnents f the.net Framewrk sftware which is part f Windws (.NET Cmpnents ). The license terms fr Windws apply t yur use f the.net Framewrk sftware. Yu may cnduct internal benchmark testing f the.net cmpnents. Yu may disclse the results f any benchmark test f thse cmpnents, prvided that yu cmply with the cnditins set frth at g.micrsft.cm/fwlink/?linkid= Ntwithstanding any ther agreement yu may have with Micrsft, if yu disclse such benchmark test results, Micrsft shall have the right t disclse the results f benchmark tests it cnducts f yur prducts that cmpete with the applicable.net Cmpnent, prvided it cmplies with the same cnditins set frth at g.micrsft.cm/fwlink/?linkid= INTERNET-BASED SERVICES. Micrsft prvides Internet-based services with the sftware. Micrsft may change r cancel them at any time. a. Cnsent fr Internet-Based Services. Certain features in the sftware may cnnect t Micrsft r third party service prvider cmputer systems ver the Internet. In sme cases, yu will nt receive a separate ntice when they cnnect. Yu may switch ff these features r nt use them. Fr mre infrmatin abut these features, see the sftware dcumentatin. By using these features, yu cnsent t the transmissin f this infrmatin. Micrsft des nt use the infrmatin t identify r cntact yu. b. Cmputer Infrmatin. Certain features in the sftware use Internet prtcls, which send t the apprpriate systems cmputer infrmatin, such as yur Internet prtcl address, the type f perating system, brwser, name and versin f the sftware yu are using, and the language cde f the device where yu installed the sftware. Micrsft uses this infrmatin t make the Internet-based services available t yu. Sme f these features include, but are nt limited t, Web Cntent Features. Features in the sftware can retrieve related cntent frm Micrsft and prvide it t yu. T prvide the cntent, these features send t Micrsft the type f perating system, name and versin f the sftware yu are using, type f brwser and language cde f the device where yu installed the sftware. Examples f these features are clip art, templates, nline training, nline assistance and Appshelp. Yu may chse nt t use these web cntent features. c. Use f Infrmatin. Micrsft may use the device infrmatin, errr reprts, and malware reprts t imprve ur sftware and services. We may als share it with thers, such as hardware and sftware vendrs. They may use the infrmatin t imprve hw their prducts run with Micrsft sftware. d. Misuse f Internet-based Services. Yu may nt use these services in any way that culd harm them r impair anyne else s use f them. Yu may nt use the services t try t gain unauthrized access t any service, data, accunt r netwrk by any means. 7. BENCHMARK TESTING. Yu must btain Micrsft's prir written apprval t disclse t a third party the results f any benchmark test f the sftware. 8. SCOPE OF LICENSE. The sftware is licensed, nt sld. This agreement nly gives yu sme rights t use the sftware. Micrsft reserves all ther rights. Unless applicable law r a separate written cntract with Micrsft gives yu mre rights despite this limitatin, yu may use the sftware nly as expressly permitted in this agreement. In ding s, yu must cmply with any technical limitatins in the sftware that nly allw yu t use it in certain ways. Yu may nly use the sftware fr yur internal business purpses. Yu may nt wrk arund any technical limitatins in the sftware; reverse engineer, decmpile r disassemble the sftware, except and nly t the extent that applicable law expressly permits, despite this limitatin; make mre instances f the sftware than specified in this agreement r allwed by applicable law, despite this limitatin; publish the sftware fr thers t cpy; distribute, rent, lease r lend the sftware; r December 2012 Page 6

7 use the sftware fr cmmercial sftware hsting services. Yur rights t use the sftware are perpetual but may be revked if yu d nt cmply with the terms f this agreement. Rights t access the server sftware d nt give yu any right t implement Micrsft patents r ther Micrsft intellectual prperty in sftware r devices that access the server. 9. BACKUP COPY. Yu may make multiple instances f the sftware fr backup, develpment and testing purpses, s lng as such instances are nt used in prductin and the develpment is fr yur internal use nly. Yur instances may be hsted by a third party n yur behalf. 10. FAIL-OVER RIGHTS. Yu may run multiple passive fail-ver instances f yur ERP slutin fr temprary supprt. 11. LICENSE TRANSFER. Yu may nt transfer the sftware t a third party withut Micrsft s prir written cnsent. If permitted, there may be additinal charges fr transferring the sftware t a third party. 12. DOCUMENTATION. Any persn that has valid access t yur cmputer r internal netwrk may cpy and use the sftware dcumentatin fr yur internal, reference purpses. 13. ACADEMIC EDITION SOFTWARE. Yu must be a Qualified Educatinal User t use sftware marked as Academic Editin r AE. If yu d nt knw whether yu are a Qualified Educatinal User, visit r cntact the Micrsft affiliate serving yur cuntry. 14. DOWNGRADE. Yu have n rights t use earlier versins f the sftware and Micrsft is nt bligated t supply earlier versins t yu. 15. EXPORT RESTRICTIONS. The sftware is subject t United States exprt laws and regulatins. Yu must cmply with all dmestic and internatinal exprt laws and regulatins that apply t the sftware. These laws include restrictins n destinatins, end users and end use. Fr additinal infrmatin, see SUPPORT SERVICES. Micrsft prvides supprt and maintenance services fr the sftware as described at LOCALIZATION AND TRANSLATION. Micrsft prvides lcalizatins and translatins fr the sftware as described at Dynamics AX&SrtField2=Licensing&SrtField3=Fact sheet. In certain gegraphic regins, the sftware tgether with the related user dcumentatin may be translated and/r lcalized by a partner t cnfrm t certain applicable regulatry requirements. Use f such partner-created translated and/r lcalized versins f the sftware is gverned by the terms and cnditins f the custmer acknwledgement agreement between yu and the partner, and the sftware license agreement that accmpanies such lcalized and/r translated sftware. This agreement des nt apply t any partnercreated lcalized and/r translated versins f the sftware. 18. THIRD PARTY NOTICES. The sftware may include third party materials (i.e., cde r dcumentatin) that Micrsft licenses t yu under this agreement. Ntices, if any, fr the third party materials are included fr yur infrmatin nly. 19. ENTIRE AGREEMENT. This agreement (including the warranty belw), and the terms fr supplements, updates, Internet-based services and supprt services that yu use, are the entire agreement fr the sftware and supprt services. 20. APPLICABLE LAW. b. United States. If yu acquired the sftware in the United States, Washingtn state law gverns the interpretatin f this agreement and applies t claims fr breach f it, regardless f cnflict f laws principles. The laws f the state where yu are lcated gvern all ther claims, including claims under state cnsumer prtectin laws, unfair cmpetitin laws, and in trt. c. Outside the United States. If yu acquired the sftware in any ther cuntry, the laws f that cuntry apply. d. Attrneys Fees and Csts. If yu r Micrsft files a lawsuit, brings an actin r therwise pursues a claim against the ther in cnnectin with r arising ut f this agreement r the sftware, the prevailing party will be entitled t recver its reasnable attrneys fees, csts and ther expenses (including any appeal). 21. LEGAL EFFECT. This agreement describes certain legal rights. Yu may have ther rights under the laws f yur state r cuntry. Yu may als have rights with respect t the party frm whm yu acquired the sftware. This agreement des nt change yur rights under the laws f yur state r cuntry if the laws f yur state r cuntry d nt permit it t d s. 22. DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. Micrsft will defend yu against any claims made by an unaffiliated third party that the sftware infringes its patent, cpyright r trademark r misapprpriates its trade secret, and will pay the amunt f any resulting adverse final judgment (r settlement t which Micrsft cnsents). December 2012 Page 7

8 Yu must ntify us prmptly in writing f the claim and give us sle cntrl ver its defense r settlement. Yu agree t prvide us with reasnable assistance in defending the claim, and Micrsft will reimburse yu fr reasnable ut f pcket expenses that yu incur in prviding that assistance. The terms misapprpriatin and trade secret are used as defined in the Unifrm Trade Secrets Act, except in the case f claims arising utside the United States, in which case misapprpriatin will mean intentinally unlawful use and trade secret will mean undisclsed infrmatin as specified in Article 39.2 f the TRIPs agreement. Our bligatins will nt apply t the extent that the claim r adverse final judgment is based n (i) yur use f the sftware after Micrsft ntifies yu t discntinue use due t such a claim; (ii) yur cmbining the sftware with a nn- Micrsft prduct, data r business prcess including third party add-ns r prgrams; (iii) damages attributable t the value f the use f a nn-micrsft prduct, data r business prcess; (iv) yur altering r mdifying the sftware, including any mdificatins by third parties; (v) yur distributin f the sftware t, r its use fr the benefit f, any third party; (vi) yur use f Micrsft trademark(s) withut express written cnsent t d s; r (vii) fr any trade secret claim, yur acquiring a trade secret (a) thrugh imprper means; (b) under circumstances giving rise t a duty t maintain its secrecy r limit its use; r (c) frm a persn (ther than Micrsft r its affiliates) wh wed t the party asserting the claim a duty t maintain the secrecy r limit the use f the trade secret. Yu will reimburse us fr any csts r damages that result frm these actins. If Micrsft receives infrmatin cncerning an infringement r misapprpriatin claim related t the sftware, Micrsft may, at its expense and withut bligatin t d s, either (i) prcure fr yu the right t cntinue t run the sftware, r (ii) mdify the sftware r replace it with a functinal equivalent, t make it nn-infringing, in which case yu will stp running the sftware immediately. If, as a result f an infringement r misapprpriatin claim, yur use f the sftware is enjined by a curt f cmpetent jurisdictin, Micrsft will, at its ptin, either prcure the right t cntinue its use, replace it with a functinal equivalent, mdify it t make it nn-infringing, r refund the amunt paid and terminate this license. If any ther type f third party claim is brught against yu regarding Micrsft s intellectual prperty, yu must ntify us prmptly in writing. Micrsft may, at its ptin, chse t treat these claims as being cvered by this sectin. This sectin prvides yur exclusive remedy fr third party infringement and trade secret misapprpriatin claims. 23. LIMITATION ON AND EXCLUSION OF DAMAGES. Yu can recver frm Micrsft and its suppliers nly direct damages up t the amunt yu paid fr the sftware except fr claims cvered by Sectin 22. Yu cannt recver any ther damages, including cnsequential, lst prfits, special, indirect r incidental damages. This limitatin applies t anything related t the: (i) sftware, (ii) services, (iii) cntent (including cde) n any third party Internet sites, r (iv) third party prgrams; and claims fr breach f cntract, breach f warranty, guarantee r cnditin, strict liability, negligence, lss f data, damage t recrds r data, lss f gdwill, lss as a cnsequence f a business interruptin r any ther trt t the extent permitted by applicable law. It als applies even if repair, replacement r a refund fr the sftware des nt fully cmpensate yu fr any lsses; r Micrsft knew r shuld have knwn abut the pssibility f the damages. Sme jurisdictins d nt allw the exclusin r limitatin f incidental r cnsequential damages, s the abve limitatin r exclusin may nt apply t yu. 24. SELF-AUDIT The sftware includes features that identify the number f users accessing the ERP slutin, access rights and tasks run by each user cmpared t the licenses acquired by yu (access and usage reprt). Yu must run the access and usage reprt using the latest versin f the usage reprt tl at least nce a year starting frm the date yu first license the sftware. Yu may vluntarily share the results f the access and usage reprt with Micrsft r any ther third party, but yu are nt required t d s except if required under sectin 25(a) belw. 25. VERIFYING COMPLIANCE. a. Right t verify cmpliance. Yu are required t keep recrds (including prf f purchase) relating t the sftware yu use under this agreement. Micrsft has the right t verify cmpliance with this agreement, at Micrsft s expense. Yu agree t prvide reasnable cperatin in the event f a cmpliance audit. Micrsft may request that yu grant yur cnsent t allw access t the access and usage reprt as a tl in cnducting the audit. December 2012 Page 8

9 b. Verificatin prcess and limitatins. T verify cmpliance, Micrsft will engage an independent accuntant frm an internatinally recgnized public accunting firm, which will be subject t a cnfidentiality bligatin. Verificatin will take place upn nt fewer than 30 days ntice, during nrmal business hurs and in a manner that des nt interfere unreasnably with yur peratins. As an alternative, Micrsft can require yu t cmplete Micrsft s self-audit questinnaire relating t the sftware yu use under this agreement, but reserves the right t use a verificatin prcess as set ut abve. c. Verificatin frequency. If Micrsft undertakes verificatin and des nt find material unlicensed use (license shrtage f 5% r mre), Micrsft will nt undertake anther verificatin f the same entity fr at least ne year. d. Use f Results. Micrsft and Micrsft s auditrs will use the infrmatin btained in cmpliance verificatin nly t enfrce Micrsft s rights and t determine whether yu are in cmpliance with the terms f this agreement. By invking the rights and prcedures described abve, Micrsft des nt waive its rights t enfrce this agreement r t prtect its intellectual prperty by any ther means permitted by law. e. Remedies fr nn-cmpliance. If verificatin r self-audit reveals any unlicensed use, yu must prmptly rder sufficient licenses t cver yur use. If material unlicensed use is fund, yu must reimburse Micrsft fr the csts Micrsft has incurred in verificatin and acquire the necessary additinal licenses at single retail license cst within 30 days. f. IP Prtectin Features. The sftware may enable third party intellectual prperty prtectin features (IP Prtectin Features) that restrict yur access t third party slutins yu use, but that are nt included with the sftware. Yur use f such third party slutins is gverned by the license terms that accmpany thse slutins. Yu agree that Micrsft is nt respnsible fr any failures r prblems assciated with such IP Prtectin Features. Micrsft des nt, and will nt, have any bligatin t prvide technical r ther supprt fr such IP Prtectin Features. Micrsft des nt make any representatin r warranty with regards t the functinality assciated with thse IP Prtectin Features. December 2012 Page 9

10 ************************************************************************************** LIMITED WARRANTY A. LIMITED WARRANTY. If yu fllw the instructins, the sftware will perfrm substantially as described in the Micrsft materials that yu receive in r with the sftware. References t limited warranty are references t the express warranty prvided by Micrsft. This warranty is given in additin t ther rights and remedies yu may have under law, including yur rights and remedies in accrdance with the statutry guarantees under lcal Cnsumer Law. B. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. The limited warranty cvers the sftware fr ne year after acquired by the first user. If yu receive supplements, updates, r replacement sftware during that year, they will be cvered fr the remainder f the warranty r 30 days, whichever is lnger. If the first user transfers the sftware, the remainder f the warranty will apply t the recipient. T the extent permitted by law, any implied warranties, guarantees r cnditins last nly during the term f the limited warranty. Sme states d nt allw limitatins n hw lng an implied warranty lasts, s these limitatins may nt apply t yu. They als might nt apply t yu because sme cuntries may nt allw limitatins n hw lng an implied warranty, guarantee r cnditin lasts. C. EXCLUSIONS FROM WARRANTY. This warranty des nt cver prblems caused by yur acts (r failures t act), the acts f thers, r events beynd Micrsft s reasnable cntrl. D. REMEDY FOR BREACH OF WARRANTY. Micrsft will repair r replace the sftware at n charge. If Micrsft cannt repair r replace it, Micrsft will refund the amunt shwn n yur receipt fr the sftware. It will als repair r replace supplements, updates and replacement sftware at n charge. If Micrsft cannt repair r replace them, it will refund the amunt yu paid fr them, if any. Yu must uninstall the sftware and return any media and ther assciated materials t Micrsft with prf f purchase t btain a refund. These are yur nly remedies fr breach f the limited warranty. E. CONSUMER RIGHTS NOT AFFECTED. Yu may have additinal cnsumer rights under yur lcal laws, which this agreement cannt change. F. WARRANTY PROCEDURES. Yu need prf f purchase fr warranty service. 1. United States and Canada. Fr warranty service r infrmatin abut hw t btain a refund fr sftware acquired in the United States and Canada, cntact Micrsft at (800) MICROSOFT; Micrsft Custmer Service and Supprt, One Micrsft Way, Redmnd, WA ; r visit 2. Eurpe, Middle East and Africa. If yu acquired the sftware in Eurpe, the Middle East r Africa, Micrsft Ireland Operatins Limited makes this limited warranty. T make a claim under this warranty, yu shuld cntact either Micrsft Ireland Operatins Limited, Custmer Care Centre, Atrium Building Blck B, Carmanhall Rad, Sandyfrd Industrial Estate, Dublin 18, Ireland; r the Micrsft affiliate serving yur cuntry (see 3. Australia. If yu acquired the sftware in Australia, cntact Micrsft t make a claim at ; r Micrsft Pty Ltd, 1 Epping Rad, Nrth Ryde NSW 2113, Australia. 4. Outside United States, Canada, Eurpe, Middle East, Africa and Australia. If yu acquired the sftware utside the United States, Canada, Eurpe, the Middle East, Africa and Australia, cntact the Micrsft affiliate serving yur cuntry (see G. NO OTHER WARRANTIES. The limited warranty is the nly direct warranty frm Micrsft. Micrsft gives n ther express warranties, guarantees r cnditins. Where allwed by yur lcal laws, Micrsft excludes implied warranties f merchantability, fitness fr a particular purpse and nn-infringement. If yur lcal laws give yu any implied warranties, guarantees r cnditins, despite this exclusin, yur remedies are described in the Remedy fr Breach f Warranty clause abve, t the extent permitted by yur lcal laws. FOR AUSTRALIA ONLY. In this paragraph, gds refers t the sftware fr which Micrsft prvides the express December 2012 Page 10

11 warranty. Our gds cme with guarantees that cannt be excluded under the Australian Cnsumer Law. Yu are entitled t a replacement r refund fr a majr failure and cmpensatin fr any ther reasnably freseeable lss r damage. Yu are als entitled t have the gds repaired r replaced if the gds fail t be f acceptable quality and the failure des nt amunt t a majr failure. Gds presented fr repair may be replaced by refurbished gds f the same type rather than being replaced. Refurbished parts may be used t repair the gds. H. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. The Limitatin n and Exclusin f Damages clause abve applies t breaches f this limited warranty. This warranty gives yu specific legal rights, and yu may als have ther rights which vary frm state t state. Yu may als have ther rights which vary frm cuntry t cuntry. ***************************************************************************** December 2012 Page 11

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