Neo Security Viewer End User Agreement

This Neo Security Viewer End User License Agreement (the "Agreement"), is entered by and between the End User ("End User") and NeoXrm LLC (alternate name of Ozgencil Software LLC) ("NeoXrm") provider of the Neo Security Viewer.

An End User is anyone who purchases, downloads, installs or uses the Neo Security Viewer. By purchasing, downloading, installing, or using the Neo Security Viewer, the End User acknowledges and agrees to be bound by the terms of this Agreement. End User also affirms that End User uses Microsoft Dynamics CRM, and that End User is agreeing to use NeoXrm’s Neo Security Viewer solely for End User’s internal purposes.

1. PRODUCTS and SERVICES

This agreement applies to the following:
1.1 NeoXrm’s Neo Security Viewer is a packaged solution that is an extension for Microsoft Dynamics CRM.
1.2 Your Integrated Product is a final solution based on NeoXrm’s Neo Security Viewer implemented by End User.
Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to certain NeoXrm’s Neo Security Viewer enhancements. When ordering the NeoXrm’s Neo Security Viewer, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to receive the NeoXrm’s Neo Security Viewer enhancement. If the additional terms and conditions conflict in any way with the terms and conditions stated here, the additional terms and conditions will prevail.

2. TERMS and CONDITIONS

2.1 End User’s Rights:
(a) Adopt, use, customize, localize, integrate the NeoXrm’s Neo Security Viewer Application into the End Users internal Dynamics CRM environment.
2.2 Restrictions:
(a) You must ensure that the NeoXrm’s Neo Security Viewer is not distributed in any form other than internally across the End User’s workforce. The Neo Security Viewer zip file and any customization or translations are for the End Users internal use and must never leave the End Users Systems or Facilities.
(b) You may not (and may not allow anyone else to) distribute the Neo Security Viewer through the online application stores, such as Pinpoint, Apple AppStore, Windows Phone Marketplace or Android Market.
(c) You may not decompile, reverse engineer, or otherwise attempt to derive the source code for any NeoXrm Applications.
(d) You must ensure that you are licensed properly according to Microsoft Dynamics licensing. NeoXrm is not responsible for any breach of proper licensing.
(e) For the code associated with the Neo Security Viewer (“Code“): You shall:

  1. Keep the Code internal, protected and in place
  2. Not modify the Code in any way
  3. Not share or distribute the Code to any third party.
2.3 Copies: If you make backup or archival copies of a NeoXrm’s Neo Security Viewer or Documentation, you must reproduce all copyright, trademark, and other notices that appear on the original copy.
2.4 Transfers and Assignments:
You may not transfer or assign your license rights to any other affiliate or person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from NeoXrm. If you attempt to transfer or assign any of your license rights without NeoXrm’s consent, t he transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement and owe NeoXrm any and all revenue received from the transaction).
2.5 NeoXrm’s Rights
NeoXrm shall have the right to perform an internal audit at End User’s premises to control the total number of deployed Neo Security Viewer. End User shall be informed about the date of the internal audit at least 30 business days prior to the audit.

3. DELIVERY

NeoXrm will deliver the Neo Security Viewer along with the corresponding Documentation and License Keys (if applicable) to you after making your purchase.

4. INSTALLATION

After managed solution file is delivered to the end user, it is end user's responsiblility to install the Neo Security viewer into Dynamics CRM environment. End user needs some security roles in Dynamics CRM to perform this task. Failing to install Neo Security Viewer to CRM environment because of missing security roles, does not require NeoXrm a refund to end user.
At the time of the purchase, end suer is asked to provide CRM server URL information and the delivered managed CRM solution will only work for this environment. Providing the correct CRM information is end user's responsibility. If there is a typo in the provided CRM information, end users should contact to NeoXrm, and a new solution file will be delivered to End User. If NeoXrm determines that a single license is used for multiple environments, end user is responsible to pay license for each environment and may face illegal usage charges.

5. FEES and PAYMENTS

The End User Fees for the NeoXrm's Neo Security Viewer and services you may purchase under this agreement will be identified in the End Users invoice. The End User Fees will be due as stated on NeoXrm’s invoice. If End User does not pay an amount by the scheduled due date, neoXrm will have the right to terminate this agreement.
5.1 License Fee:
This Neo Security Viewer License grants you the use of NeoXrm’ Neo Security Vewer on one instance of Microsoft Dynamics CRM owned by the End User. Part of the License is a 1-year support subscription to gain access to the support portal, download new versions, fixes, updates to Neo Security Viewer, and support and/or customization request. After 1-year free support term expires, End User can renew the support license at the cost identified in the End Users invoice.
5.2 End User License and Maintenance Fees:
The End User License and Maintenance Fees for Your Integrated Product will be identified in the invoice provided by NeoXrm.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations:
Each party (End User and NeoXrm) agrees to abide by the following confidentiality obligations with respect to the other party’s Confidential Information:

  1. do not disclose it to any third party unless (a) the other party has given its specific and express prior written approval, (b) the disclosure is expressly allowed under this agreement, or (c) the disclosure is necessary to comply with a valid court order or subpoena;
  2. do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and
  3. protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a “need to know” basis).
6.2 Mandatory Disclosures:
If you believe you must disclose Neo Security Viewer Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify NeoXrm and cooperate with NeoXrm, if NeoXrm chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed.NeoXrm will do the same if it believes it must disclose your Confidential Information in these circumstances.
6.3 Additional Obligations:
In addition to your general obligations of confidentiality regarding the Neo Security Viewer and Documentation, you must take the following steps to help prevent any unauthorized access to or use of the same:

7. TERM and TERMINATIONS

7.1 Rights to Terminate:
This Agreement shall take effect on the date End User Purchases, downloads, Installs and or uses the Neo Security Viewer, (“effective date”). End User shall use Neo Security Viewer solely during the validity of this Agreement. Disclosure of confidential information, misappropriation of the other party’s intellectual property, insolvency, bankruptcy, failure to pay the End User Fees by the scheduled due date, NeoXrm will have the right to terminate this agreement or other similar proceeding.
7.2 Consequences of Termination:
If and when either End User or NeoXrm terminates this agreement:
(a) End User will remain obligated to pay any amounts End User owe to NeoXrm at that time; and
(b) the provisions of sections 2, 6, 7, 8, 9, 10 and 11 will remain in effect.

8. NO WARRANTY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, OR OTHER MATERIALS OR INFORMATION PROVIDED BY US.

9. LIMITATION OF LIABILITY, EXCLUSIONS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS AGREEMENT, ANY SERVICES, OR ANY OTHER MATERIALS OR INFORMATION WE PROVIDE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

10. FORCE MAJEURE

Neither Party shall be in default for delay or failure to perform caused by an Act of God or of a governmental body, or any other cause reasonably beyond its control. Upon occurrence of such an event, prompt notice shall be provided to the other Party and the performance of its obligations by the affected Party shall be suspended for the duration of this event of Force Majeure. The Parties shall use their best efforts to mitigate the effects of such an event of Force Majeure and to resume performance of the Agreement at the earliest opportunity. However, if performance is suspended for a period exceeding fifteen (15) days, the Party will meet each other in order to define the adequate solutions to be carried out. In the event that the performance cannot be resumed despite of the carry out of the alternative solution, either Party will have the right to terminate this Agreement as of right.

11. MISCELLANEOUS

This Agreement constitutes the parties’ entire agreement concerning the subject matter hereof, and supersedes any other prior and contemporaneous communications. All notices, authorizations, and requests given or made in connection with this Agreement shall be sent by email or facsimile to the addresses indicated by both parties. Notices shall be deemed delivered on the date shown on the email or facsimile confirmation of delivery. End User may not assign this Agreement without NeoXrm’s written consent, which consent shall not be unreasonably withheld. This Agreement shall be governed by the laws of the State of New Jersey not including its “conflict of laws” provisions. Any dispute arising out of or under this Agreement shall be brought before the district courts of Passaic County of New Jersey State, unless mutually agreed otherwise. Notwithstanding this, this choice of forum provision shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall amend the Agreement to give effect to the stricken clause to the maximum extent possible. No waiver of any breach of this Agreement shall be interpreted as a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. NeoXrm reserves the right to make changes, including changes in price, benefits, and terms and conditions as defined in this Agreement and Appendixes at any time. This Agreement shall not be amended except in writing and signed by NeoXrm.