General Miri Infotech renders its services and delivers its products solely (only) on the basis of this terms & conditions. We assume handwritten annotations on the order form are invalid. Offers have a validity period of 10 days after delivery. 1 Terms & Conditions for Software Licenses 1.1 General There is no minimum order quantity on licenses, also for re-orders and upgrades. 1.1.1 Warranty The warranty period software is 6 weeks. Errors in programs of third parties that Miri Infotech did not develop but has simply installed or adapted shall not be covered by Miri Infotech warranty. Costs for eliminating such errors, for example through service packs or hotfixes of the individual manufacturers, will be billed according to Miri Infotech price list. 1.1.2 Billing, Payment and Shipment E-mails and fax messages of Miri Infotech are considered as written documents. All prices shall be net prices to be paid at once, plus the legal value added tax. The following invoicing regulations and payment terms shall apply, according to the country of the user and the license type. Purchased software licenses • Invoicing is done immediately after order reception, with net due upon receipt of invoice. • Delivery of permanent licenses is done after order reception. Re-installing the software is not required. Software license subscriptions • Payments are withdrawn monthly. • Test drive solution is available on Marketplaces. 1.1.3 Liability Miri Infotech is liable for damage caused as follows: • For culpable damage caused to the user 's life and limb and health • If Miri Infotech, its representatives, or agent are found to be culpable of intent or gross negligence • For claims under the product liability law, in so far as they are related to business user s This limited liability is final. It is applicable to all claims for damages, regardless of their legal bases, particularly with regard to pre-contractual or auxiliary contractual claims. In no case will the liability exceed the purchase price of the software or the value of Miri Infotech liability insurance. In the event Miri Infotech is found to be culpable for the loss of data, Miri Infotech liability is limited to the expenses for the copying of the back-up copies and for the reconstruction of data which would be lost also in case of regularly back-ups. The user shall be responsible for making back-up copies. The user is obliged to make back-up copies of their data at least once a day. Failure to comply with this obligation is deemed to be contributory negligence. 1.1.4 Reference The user grants Miri Infotech the right for mentioning the user’s company name and company logo for marketing purposes. 1.1.5 Reference Agreement The user agrees to become a Miri Infotech reference user on the condition that they are satisfied with the software. Becoming a reference user starts with a user satisfaction call. A quote of the user satisfaction call will be published on the Miri Infotech website along with the user’s company name and company logo. The content will be approved by the user prior to publishing. Furthermore, Miri Infotech Marketing Team is entitled to create a reference story with the user. Additionally, other Miri Infotech prospects and user s can contact the user. Such calls will be advised and scheduled between Miri Infotech and the user. In case the user is not satisfied with the software, it can be disagreed any time. 1.1.6 Confidentiality and Data Protection Both the parties of the contract mutually agree to treat all information and documentation as well as materials (in particular software and stored data) with no expiration as confidential or secret, as long and to the extent that it is not proven public knowledge. Such confidential information, which is characterized by a contractor as confidential or secret, must also be treated as a business or trade secret. Also, the contractual parties guarantee that all their employees, representatives, or agents that they engage to fulfill this contract shall treat such information as confidential. Excluded by this regulation is the legitimate request for information by official agencies, such as supervisory authorities, law enforcement agencies or courts. The regulations in this paragraph shall remain valid even after the expiration of this contract. 1.1.7 Performance and Jurisdiction The legal relationships between the parties are rising out of, or in connection with this contract, shall be governed by the laws of the United States. The laws of the United States are exclusively applicable, excluding the reference rules of Private International Law and excluding the UN Convention on Contracts for the International Sale of Goods (CSIG). Place of performance and jurisdiction respectively is California, United States. 1.1.8 Modifications, Supplementary Agreements, and Severability clause Amendments to this agreement must be made in writing. Verbal agreements are not seen as valid. If any provision or provisions of this contract shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In the place of the invalid or unenforceable provision, a reasonable provision shall apply which insofar as legally possible comes closest to fulfilling the original intention of the parties to the contract had they considered this point upon conclusion of the contract. The preceding provisions apply accordingly in the case that the contract is incomplete. 1.2 Software licenses 1.2.1 Delivery of Software Miri Infotech shall provide the complete deployment of the PowerApps on customer’s tenant. Delivery includes an installation manual and an operating manual in electronic form. Functionality of the software is contained in the operating manual. 1.2.2 Right of Use For payment of the specified license fee, Miri Infotech grants the user a non-exclusive and non-transferable, perpetual license to use the ordered software components as quoted before. Any usage which makes the license available to third parties as a part of hosting, renting, or leasing is prohibited. The user is authorized to the extent necessary to make backup copies and copies of user documentation for own use. The user is obliged to protect the software and all documentation against unauthorized copying. 1.3 Software Subscription As an alternative to buying PowerApps can be subscribed to. For this purpose, the user arranges a subscription. The software subscription licenses can then be used at a Microsoft PowerApps hosting provider on Microsoft 365 online or in an On Premise environment at the users themselves. Subscription licenses can be combined with purchased Microsoft 365 licenses. The minimum duration of the subscription is 1 month. Billing is done monthly in advance. After the minimum duration, the subscription and the individual amount of subscription seats can be terminated at any time. Termination letters, Faxes, or E-Mails are valid forms of correspondence. In the case a license subscription is cancelled, the user is obligated to settle the remaining balance of the subscription contract period, one month after the cancellation has been received. The user will then receive a license which is valid until the end of the contract period. 1.4 Licensing PowerApps are licensed for use within one Microsoft 365 organization. The number of users using the particular functions either in part or in whole is relevant. There are different roles available for licenses. The scope is listed in the product description. 1.6 Requirements for Operation For operating PowerApps, a fully functional Microsoft PowerApps system as well as minimum one user license with administrator rights is required. 1.7 Documentation The user is entitled to user documentation. He shall receive this, and an installation manual, in electronic formats like email, PDF. When a new rollup of Miri Infotech is released, updated documentation will be available in the user portal within 3 months after the final version is available. 2 Terms & Conditions for Maintenance 2.1 Support Level we provide End-User Support: Query of end users regarding the general usage of the software. Technical Support: We will provide support regarding installation and configuration of the solution as well as solving technical issues. 2.2 Technical deployment of support Miri InfoTech uses the remote management software “GoToMeeting”, “Zoom“ and “Microsoft Lync” for remote support services. The use of these programs is covered by this contract. The user shall care for all technical requirements for the use these programs (e.g. such as opening the correct firewall ports). Should the user request the use of another remote maintenance software, they shall bear the costs for setting up the software at Miri InfoTech and for operating the software at Miri InfoTech if necessary. In the event that there is no remote support possible with a user, the user shall bear the travel costs and the travel times. All phone calls and online sessions are recorded for quality assurance purposes. 2.3 Service Hours Miri InfoTech guarantees reaction times within 2 working days after the notification of the malfunction.