Defacto’s HRM Solutions End User Agreement This HRM Solutions End User License Agreement (the "Agreement"), is entered by and between the End User ("End User"). An End User is anyone who purchases, downloads, installs or uses the HRM Solution. By purchasing, downloading, installing, and or using the HRM Solution 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 HRM Solutions for End User internal purposes. 1. Products and Services This agreement applies to the following: 1.1 de facto’s HRM is a packaged solution that is an extension for Microsoft Dynamics CRM. 1.2 Your Integrated Product is a final solution based on Dynamics CRM implemented for End User. Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to certain de facto’s HRM Solutions enhancements. When ordering the HRM Solutions, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to receive the HRM 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 Rights: (a) Adopt, use, customize, localize, integrate the HRM Application into the End Users internal Dynamics CRM environment. 2.2 Conditions: In order to support uses 3rd party products. Since these products are not in possession of de facto’s HRM Solution, they must be licensed separately. 2.3 Restrictions: (a) You must ensure that the HRM is not distributed in any form other than internally across the End User workforce. (b) You may not decompile, reverse engineer, or otherwise attempt to derive the source code of HR Solution without de facto Infotech expressed written consent. If permitted such activities are for the End User internal use only and may not be resold or distributed without de facto Infotech expressed written consent. (c) For the code associated with the Dynamics HRM : 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 without de facto Infotech’s expressed written consent. 3. 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 de facto Infotech for the HRM Solutions. 4. Term and Termination (a) Rights to Terminate: This Agreement shall take effect on the date End User Purchases, downloads, Installs and or uses the HRM. End User shall use HRM solution during the validity of this Agreement. (b) Consequences of Termination: If and when either you or de facto Infotech terminates this agreement you will remain obligated to pay any amounts you owe to de facto Infotech at that time. 5. 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.