MICROSOFT SOFTWARE LICENSE TERMS MICROSOFT DYNAMICS GP 2015

MICROSOFT SOFTWARE LICENSE TERMS MICROSOFT DYNAMICS GP 2015 These license terms ( agreement ) are an agreement between Micrsft Crpratin (r based n where yu are lcated, ne f its affiliates) and yu. Please read these terms carefully. Except as therwise expressly specified, this agreement applies t all f the sftware named abve, which includes the media n which yu received it, if any. It als applies t any Micrsft updates, supplements, Internet-based services, and supprt services fr the sftware, unless ther terms accmpany thse items. If s, thse terms apply. This agreement supersedes the license terms embedded in the sftware. By installing, having installed, subscribing t, r using the sftware, yu accept this agreement (including any mdificatins made t it frm time t time). If yu d nt accept this agreement, d nt install, have installed, subscribe t, r use the sftware. If an individual enters int this agreement n behalf f a legal entity, that individual represents that he r she has the authrity t bind that entity t this agreement. Ntice Regarding Subscriptin Validatin. Servers n which the sftware is installed may peridically prvide infrmatin t verify that the sftware is prperly licensed and that the term has nt expired. This infrmatin includes the custmer subscriptin identifier, prduct name, license serial number, prduct versin number, and date f last use. Individual custmer data will be stred fr up t 270 days in the United States. Aggregated data may be used t evaluate the effectiveness f ur validatin features, will als be stred in the United States and may be retained indefinitely. By using the sftware, yu cnsent t the transmissin f the infrmatin described in this paragraph. If yu cmply with this agreement, yu have the rights belw fr each license yu acquire fr the sftware. 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 ERP cmpnents that may be separately licensed; and any updates r supplements fr the sftware. b. Licensing. The sftware is licensed based n the number f cpies f ERP slutin that yu install n premises r use n a hsted basis; the number f yur users that access the ERP slutin; and additinal ERP cmpnents yu license. c. License Mdel. The sftware is licensed under tw mdels: Perpetual License Mdel Under this mdel, yu have licensed the sftware under perpetual license terms, as cde that is installed n yur premises r hsted fr yu by a December 2014 MicrsftDynamicsGP2015_EULA Page 1

third party acting as yur agent ( Perpetual License Mdel ). Subscriptin License Mdel Under this mdel, yu have licensed the sftware n a per user basis fr a limited perid, as further described in yur agreement with yur partner. The sftware may be installed n yur premises with day t day management and cntrl slely by yur partner, r hsted by yur partner r any third party prviding services t yu ( Subscriptin License Mdel ). 2. DEFINITIONS. If yur license expires r terminates, yur right t use the sftware will stp immediately. If yu cntinue using the sftware after that, yu culd be held liable fr infringement f intellectual prperty rights, which culd result in significant damages being assessed against yu r ther legal remedies. affiliate means any legal entity that directly r indirectly wns, is directly r indirectly wned by, r that is directly r indirectly under cmmn wnership with a party t this agreement. Additive SAL means a SAL that must be used n cnjunctin with a base SAL. 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 the services prvided include direct r indirect access t the sftware. 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. direct access ccurs when any user lgs n t the sftware thrugh a Micrsft Dynamics client. ERP means enterprise resurce planning. ERP slutin means the cmpnents f the sftware that cntrl yur users and financial reprting units. External Accuntant User means a user emplyed by a third party t access the sftware, slely t prvide supplemental prfessinal accunting r bkkeeping services related t the auditing prcess. Full User means a user wh has 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. Instance means an image f sftware that is created by executing the sftware s setup r install prcedure r by duplicating an existing Instance. internal business purpses means managing yur business, but nt that f an independent third party. Limited User means a user wh accesses yur ERP slutin directly r indirectly fr purpses f cmpleting nly the tasks described belw. Any access beynd these limitatins requires a Full User. (i) Read access t data cntained in the ERP slutin thrugh any client; r (ii) Write access t the ERP slutin as a Self-serve User (iii) Write access thrugh nn-micrsft created windws thrugh any client accessing the ERP slutin.. December 2014 MicrsftDynamicsGP2015_EULA Page 2

perating system envirnment r OSE means all r part f an perating system Instance, r all r part f a virtual (r therwise emulated) perating system Instance which enables separate machine identity (primary cmputer name r similar unique identifier) r separate administrative rights, and instances f applicatins, if any, cnfigured t run n the perating system Instance r parts identified abve. There are tw types f OSEs, physical and virtual. A physical hardware system can have ne Physical OSE and/r ne r mre Virtual OSEs. wnership means mre than 50% wnership. partner means the entity that has signed a channel partner agreement with Micrsft authrizing it t market and distribute the sftware. Physical OSE means an OSE that is cnfigured t run directly n a physical hardware system. The perating system Instance used t run hardware virtualizatin sftware (e.g. Micrsft Hyper-V Server r similar technlgies) r t prvide hardware virtualizatin services (e.g. Micrsft virtualizatin technlgy r similar technlgies) is cnsidered part f the Physical OSE. SAL means subscriber access license. Self-serve user means a user wh has access t three security rle IDs, predefined in yur ERP slutin, fr the purpse f entering and retrieving data persnalized t that user: ESS Emplyee, ESS PTE Emplyee, and ESS Purchase Requester. server means a physical hardware system capable f running server sftware. Server Farm means a single data center r tw data centers each physically lcated: in a time zne that is within fur hurs f the lcal time zne f the ther (Crdinated Universal Time (UTC) and nt DST), and/r within the Eurpean Unin (EU) and/r Eurpean Free Trade Assciatin (EFTA). server sftware means the cmpnents f the sftware that prvides services r functinality n yur server. System Administratr User means a user accessing the sftware, slely t install, cnfigure and maintain the server sftware, including management f user rights. Virtual OSE means an OSE that is cnfigured t run n a virtual hardware system. yu means the legal entity that has agreed t this agreement, yur affiliates, and each f yur, and yur affiliates, emplyees, cntractrs, agents and suppliers. 3. INSTALLATION AND USE RIGHTS. a. Server Sftware. Yu must purchase a server sftware license t use the server sftware. Yu may install an unlimited number f cpies f the server sftware t access yur ERP slutin. Hwever, yu may nly use the number f cpies that yur license key permits. b. Client Sftware. Yu may nly use the client sftware with the ERP slutin. Yu may install an unlimited number f cpies f the client sftware t access yur ERP slutin. The client sftware may be used nly by the number f licensed users that yur license key permits. c. Additinal ERP Cmpnents. If additinal ERP cmpnents are available t yu, yu must btain a separate license fr each ERP slutin if yu wish t run an additinal ERP cmpnent fr multiple ERP slutins. Fr additinal infrmatin and license restrictins regarding additinal ERP cmpnents, see the Micrsft Dynamics GP 2015 Licensing Guide lcated at g.micrsft.cm/fwlink/?linkid=517609&clcid=0x409. 4. TYPES OF USER LICENSES. Except as therwise specified, the types f user licenses fr the sftware are as fllws: a. Access Licenses (CALs and SALs). In additin t the server sftware license, yu must acquire and assign an Access License t each user that accesses the ERP slutin directly r indirectly. Yu need an Access License fr each user that directly r indirectly accesses the ERP December 2014 MicrsftDynamicsGP2015_EULA Page 3

slutin thrugh a third party applicatin. Access Licenses are specific t an ERP slutin and may nt be used with r shared amng different ERP slutins. Types f CALs. There are three types f CALs: Full CALs, Limited CALs, and Self-serve CALS. A Full CAL is a license that entitles a user t perfrm the tasks f a Full User. A Limited CAL is a license that entitles a user t perfrm nly the tasks f a Limited User. Yu may license up t 4 Limited CALs per Full CAL. A Self-serve CAL is a license that entitles a user t perfrm nly the tasks f a Self-serve User. Types f SALs. There are three types f SALs: Standard SALs, Extended Use Additive SALs, and Limited SALs. A Standard SAL is a base SAL license that entitles a user t perfrm Full User tasks acrss the ERP Slutin using all f the functinality included in the Starter Pack, as described in the Micrsft Dynamics GP 2015 Licensing Guide lcated at g.micrsft.cm/fwlink/?linkid=517609&clcid=0x409. An Extended Use Additive SAL is a license, additive t the Standard SAL, which entitles a user t perfrm Full User tasks using the functinality included in the Extended Pack, as described in the Micrsft Dynamics GP 2015 Licensing Guide. A Limited SAL is a license that entitles a user t perfrm nly the tasks f a Limited User. b. Cncurrent CALs are licenses that allw any user t access the ERP slutin. The number f cncurrent CALs licensed refers t the maximum number f users that may access the ERP slutin simultaneusly. Yu may select the Full CAL r Limited CAL as cncurrent CAL types. Cncurrent CALs can nly be licensed under the Perpetual License Mdel. c. User CALs are licenses that are specific t each user and may nt be shared with ther users. The Self-serve CAL is the nly user CAL type. User CALs can nly be licensed under the Perpetual License mdel. d. User SALs are licenses that are specific t each user and may nt be shared with ther users. Yu may select the Standard SAL, the Extended Use Additive SAL, r the Limited SAL as user SAL types. If yu select the Extended Use Additive SAL, Yu must license Extended Use Additive SALs fr all Standard SALs. The Limited SAL grants access t the same set f functinalities that are available t users perfrming Full User tasks, subject t the restrictins listed in the Limited User definitin. Micrsft grants yu, at n charge, tw SALs f the same type used by yur Full Users: ne specifically fr an External Accuntant User, and ne specifically fr a System Administratr User. Yu may permanently reassign yur user SAL frm ne user t anther. Yu may temprarily reassign yur user SAL t a temprary user while the permanent user is absent. The External Accuntant User and the System Administratr User cannt be used fr any ther purpses. User SALs can nly be licensed under the Subscriptin License Mdel. Fr additinal infrmatin abut the types f user licenses and the license restrictins regarding user licenses, see the Micrsft Dynamics GP 2015 Licensing Guide lcated at g.micrsft.cm/fwlink/?linkid=517609&clcid=0x409. 5. TERMS SPECIFIC TO PERPETUAL LICENSE MODEL. Yur rights t use the sftware are perpetual but may be revked if yu d nt cmply with the terms f this agreement. If yu have licensed cncurrent CALs fr the sftware, then yu will als receive a license key fr an unlimited number f users fr Management Reprter and Micrsft Frecaster ( Secndary Clients ) which are nt available n a cncurrent CAL basis. Yu may allw any user t use the Secndary Clients. Use f the Secndary Clients with ther Micrsft prgrams may require a CAL that must be purchased separately. The license terms with the Secndary Clients apply t yur use f them. This agreement des nt grant yu any rights t use thse prgrams. December 2014 MicrsftDynamicsGP2015_EULA Page 4

6. TERMS SPECIFIC TO SUBSCRIPTION LICENSE MODEL. Subscriptin Validatin. Servers n which the sftware is installed will frm time t time perfrm a validatin check f the sftware. Validatin verifies that the sftware has been prperly licensed. It als verifies that n unauthrized changes have been made t the validatin functins f the sftware. The validatin check may be initiated by the sftware r Micrsft. T enable validatin checks, the sftware may frm time t time require updates r additinal dwnlads f the validatin functins f the sftware. The updates r dwnlads are required fr the prper functining f the sftware and may be dwnladed and installed withut further ntice t yu. During r after a validatin check, the server may send infrmatin abut the sftware, the cmputer and the results f the validatin check t Micrsft. This infrmatin includes custmer subscriptin identifier, prduct name, license serial number, prduct versin number, and the date f last use. Micrsft will use this infrmatin nly t verify licensing cmpliance. By using the sftware, yu cnsent t the transmissin f this infrmatin. Fr mre infrmatin abut validatin and what is sent during r after a validatin check, see g.micrsft.cm/fwlink/?linkid=389633&clcid=0x409. If, after a validatin check, the sftware is fund t be imprperly licensed, Micrsft r yur partner may prvide ntice that the sftware is imprperly licensed, and yu may receive reminders t btain a prperly licensed cpy f the sftware, r need t fllw instructins in the ntice t be licensed t use the sftware. Term. The term fr yur subscriptin license is set in yur agreement with yur partner. 7. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS a. Multiplexing. Multiplexing (smetimes referred t as pling ) is a manner f indirect hardware r sftware access ( indirect access ) that pls cnnectins, rerutes infrmatin, reduces the number f users that directly access r use the sftware, r reduces the number f users the sftware directly manages. Any user accessing the ERP Slutin thrugh a multiplexed cnnectin must be apprpriately licensed with an Access License. b. Business Prcess Outsurcing. Yu may nt use the sftware t prvide business prcess utsurcing services t yur clients r custmers. Yu may hwever make yur Access Licenses available t business prcess utsurcers acting n yur behalf and prviding services t yur business. c. License Mbility and Outsurcing Sftware Management. License Mbility. Yu may reassign yur ERP Slutin Licenses, fr which yu are under a current maintenance plan, t (i) any servers running Physical OSEs r Virtual OSEs dedicated t yu and lcated within the same Server Farm as ften as needed, r (ii) frm ne Server Farm t anther, but nt n a shrt-term basis (i.e., nt within 90 days f the last assignment). Outsurcing Sftware Management. Yu may install and use permitted cpies f the sftware n servers and ther devices that are under the day-t-day management and cntrl f third parties, prvided all such servers and ther devices are and remain fully dedicated t yur use. Yu are respnsible fr all f the bligatins under yur licensing agreement regardless f the physical lcatin f the hardware upn which the sftware is used. December 2014 MicrsftDynamicsGP2015_EULA Page 5

d. 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 nn-cmmercially. e. 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 t mdify the sftware s bject cde. 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 t the sftware made by yu, by a partner r by any ther third party. Micrsft des nt make any representatin, endrsement, guarantee 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. f. Fictitius Data. The unifrm resurce lcatrs (URLs), addresses, names f individuals, cmpanies, cities, states, and ther items depicted and referenced in Micrsft material are fictitius in nature. They are prvided as examples and illustratins nly. N real assciatin r cnnectin is intended r shuld be inferred. g. 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. h. Third Party Ntices. The sftware may include third party material (i.e., cde r dcumentatin) that Micrsft licenses t yu under this agreement. Ntices, if any, fr the third party material are included fr yur infrmatin nly. i. Additinal Functinality. Micrsft may prvide additinal functinality fr the sftware. Other license terms and fees may apply. 8. INTERNET-BASED SERVICES. Micrsft prvides Internet-based services with the sftware. Micrsft may change r cancel them at any time. This sectin des nt apply t the subscriptin validatin terms abve. 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. 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, and the 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 December 2014 MicrsftDynamicsGP2015_EULA Page 6

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. 9. PRODUCT / LICENSE KEYS. The sftware requires a key t run r access it. A key may nly be used t run r access the particular versin f the sftware fr which it was issued. Yu are respnsible fr the use f keys assigned t yu. Yu must nt duplicate r share the keys with third parties. 10. 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. 11. 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; circumvent the validatin functins f the sftware; publish the sftware fr thers t cpy; rent, lease r lend the sftware; r use the sftware fr cmmercial sftware hsting services. Yur rights t use the sftware may be revked if yu d nt cmply with the terms f this agreement. Rights t access the sftware d nt give yu any right t implement Micrsft patents r ther Micrsft intellectual prperty in sftware r devices that access the server. 12. BACKUP COPY. Yu may make multiple cpies f the sftware fr backup, develpment and testing purpses, s lng as such cpies are nt used in prductin and the develpment r testing is fr yur internal business purpse nly. Yur backup cpies may be hsted by a third party n yur behalf as prvided in Sectin 7.c. 13. FAIL-OVER RIGHTS. In additin t yur use f the sftware under Sectin 3 abve, yu may run a single passive fail-ver f yur ERP slutin that will nly be used r accessed fr temprary supprt when the primary ERP slutin is unavailable. 14. LICENSE TRANSFER. Yu may nt transfer the sftware withut Micrsft s prir written cnsent. If permitted, there may be additinal charges fr transferring the sftware t a third party. 15. DOCUMENTATION. Any persn that has valid access t yur cmputer r internal netwrk may cpy and use the dcumentatin fr yur internal, reference purpses. 16. DOWNGRADE. Yu have n rights t use earlier versins f the sftware under this license and Micrsft is nt bligated t supply earlier versins t yu. 17. 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 www.micrsft.cm/exprting. December 2014 MicrsftDynamicsGP2015_EULA Page 7

18. SUPPORT SERVICES. Micrsft prvides supprt services fr the sftware as described at http://www.micrsft.cm/dynamics/custmer/en-us/service-plans.aspx. 19. LOCALIZATION AND TRANSLATION. Micrsft prvides certain lcalizatins and translatins fr the sftware as described at g.micrsft.cm/fwlink/?linkid=317719. 20. 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. 21. APPLICABLE LAW. a. 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. b. Outside the United States. If yu acquired the sftware in any ther cuntry, the laws f that cuntry apply. c. 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). 22. 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. 23. 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). 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 trade secret will mean undisclsed infrmatin as described in Article 39.2 f the TRIPs agreement and misapprpriatin will mean intentinally unlawful use. 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 (hardware, sftware r service), 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 December 2014 MicrsftDynamicsGP2015_EULA Page 8

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 23 prvides yur exclusive remedy fr third party cpyright, patent r trademark infringement and trade secret misapprpriatin claims. 24. 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 23. 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 materials; 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 states d nt allw the exclusin r limitatin f incidental r cnsequential damages, s the abve limitatin r exclusin may nt apply t yu. They als may nt apply t yu because yur cuntry may nt allw the exclusin r limitatin f incidental, cnsequential r ther damages. 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, including by allwing Micrsft, n request, t access the usage reprt as a tl in cnducting the audit. b. Verificatin prcess and limitatins. T verify cmpliance with the terms f this Agreement, 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), then 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. December 2014 MicrsftDynamicsGP2015_EULA Page 9

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. ************************************************************************* 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 98052-6399; r visit www.micrsft.cm/inf/nareturns.htm. 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 www.micrsft.cm/wrldwide). December 2014 MicrsftDynamicsGP2015_EULA Page 10

3. Australia. If yu acquired the sftware in Australia, cntact Micrsft t make a claim at 13 20 58; 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 www.micrsft.cm/wrldwide). 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 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 2014 MicrsftDynamicsGP2015_EULA Page 11