Agreement YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THAT BY LOADING OR RUNNING THE SOFTWARE, YOU AGREE TO BE BOUNT BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR ANY WRITTEN SEPARATE AGREEMENTS BETWEEN DeS AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES. 1. Terms and Definitions Dynamics eShop, Inc. (“DeS” or “Licensor”), shall mean the only owner of all rights for the eShop solution (“Software”), made available by DeS, which rights are granted by the law of a jurisdiction, including right of property as well as exclusive author and interest rights. “You” or “Your” or Licensee shall mean the individual or single entity that enters into a license to use the Software. New release product new version of the Software which contains new features and functions and/or upgraded features and functions. New release products will be defined by an increased version number. For example, version 1.0 will be the new release until replaced by version 2.0. 2. The Agreement Grant and the Software Usage DeS grants You a nonexclusive limited license to use the Software in accordance with this LICENSE AGREEMENT (the “Agreement”). 2.1. Unauthorized Use You may not place the Software, modified or unmodified, on a diskette, CD, website or any other medium and offer them for redistribution or resale of any kind without prior written consent from DeS. Creating any Derivative Works of the Product or disclosing the source codes of the Software in any way, porting of the Software to other software platforms and systems without prior written approval from DeS is prohibited. In the case when the Product being purchased or downloaded by You, contains several standalone software parts or libraries, which work together to perform the intended function of the Software, You may not use these constituent software parts individually as standalone software pieces out of the whole of the purchased Software. Such constituent parts may include plugins, templates, extensions, software libraries, code functions or any other software entity which can work independently as a software system. 2.2. Assignability You may not sub-license, assign, or transfer this license to anyone else without prior written consent from DeS. 2.3. Ownership You may not claim intellectual or exclusive ownership to any of the Software, modified or unmodified. The Product is property of DeS. The Product is provided "as is" without warranty of any kind, either expressed or implied. In no event shall DeS or our juridical person be liable for any damages including, but not limited to, direct, indirect, special, incidental or consequential damages or other losses arising out of the use of or inability to use the Software. 2.4. Illegal Use The Software may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. We will be the sole arbiters as to what constitutes a violation of this provision, provided that all such determinations shall be made reasonably in good faith based on applicable law, regulation and the accepted norms of the Internet community. 3. The License Types 3.1. Free License The terms and conditions set forth in this Article 3.1 apply only if You have obtained a Free License for the Software from DeS. They do not apply to Your use if You have obtained a Single Domain or a Multiple Domain license. For the Software, licensed under this Free License, DeS hereby grants to Licensee and Licensee hereby accepts, a non-transferable, non-sublicensable, perpetual, royalty-free, non-exclusive license (the “Free License”) to install and use this Software and any accompanying documentation by strictly adhering to the terms and conditions set forth in this Agreement. 3.2. Single Domain License The terms and conditions set forth in this Article 3.2 apply only if You have obtained a Single Domain License for the Software from DeS. They do not apply to Your use if You have obtained a Free License or a Multiple Domain license. For the Software, licensed under this Single Domain License, DeS hereby grants to Licensee and Licensee hereby accepts, a non-transferable, non-sublicensable, perpetual, exclusive license (the “Single Domain License”) to install and use this Software and any accompanying documentation only on a single web site domain and by strictly adhering to the terms and conditions set forth in this Agreement. 3.3. Multiple Domain License The terms and conditions set forth in this Article 3.3 apply only if You have obtained a Multiple Domain License for the Software from DeS. They do not apply to Your use if You have obtained a Free License or a Single Domain license. For the Software, licensed under this Multiple Domain License, DeS hereby grants to Licensee and Licensee hereby accepts, a non-transferable, non-sublicensable, perpetual, exclusive license (the “Multiple Domain License”) to install and use this Software and any accompanying documentation on one or several web site domains and by strictly adhering to the terms and conditions set forth in this Agreement. 4. Software Updates If You have purchased the Software licensed under the Single Domain License or the Multiple Domain License, You are entitled to free updates of the Software 1 year after the date of purchasing the Software. 5. Software Support If You have purchased the Software licensed under the Single Domain License or the Multiple Domain License, You are entitled to a free software support 12 months after the date of purchasing the Software. DeS will provide an initial response (but not necessarily a resolution) to each support inquiry within twenty-four (24) hours of receipt of such support inquiry and will use reasonable efforts to resolve the issue generating the inquiry as soon as is reasonably possible. You are only entitled to use such support inquires during the six (12) months after the date on which You purchased the Software licensed under the Single Domain License or the Multiple Domain License. You will lose the right to receive support after such six (12) months period, unless You purchase additional support from DeS at additional cost. All support inquiries shall only be related to the eShop. 6. Refund DeS shall not issue refunds after the Software is implemented. Please make sure, before buying a software product (the Software), that You have read carefully the description, specifications and all other information published on the software product page of the software product, which You intend to buy and that You have carefully tested the demo of the software product. Despite our non-refundable policy DeS will carefully examine every individual claim for a refund. If Your motives to be refunded for Your purchase are deemed reasonable by DeS, DeS will refund Your purchase in 14 days after receiving Your purchase refund claim. 7. Term and Termination 7.1. Term This Agreement and the Licenses granted hereunder shall last as long as You use the Software in compliance with this Agreement. 7.2. Termination DeS may terminate this Agreement and the Licenses granted hereunder if You fail to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason the License granted to You hereunder shall terminate automatically and You must immediately cease use of the Software and destroy all copies of the Software in Your possession. Unless otherwise prohibited by law and without prejudice to DeS’ other rights or remedies, and without limiting the generality of the foregoing, DeS shall have the right to terminate this Agreement and the License granted hereunder immediately in the event that: (i) You breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering, distribution of any software of DeS (including the Software), or engage in any activities involving the Software that are prohibited by law; or (ii) You engage in the unauthorized use of any software of DeS (including the Software) or infringe upon any intellectual property right of DeS. 8. Product Discontinuance DeS reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software. However, to the extent DeS is obligated to provide support for the Software in accordance with the terms set forth in this Agreement, DeS will provide support for all such discontinued components for a period of six (6) months after the date of discontinuance. 9. Limited Warranty This limited warranty applied only to the Software licensed under the Single Domain License or the Multiple Domain License. This limited warranty does not apply to the Software licensed under the Free License. DeS warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which You purchase the Software. DeS does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) Licensee’s negligence or improper use of the Software, (iv) modifications to the Software by any person or entity other than DeS. In the event of a breach of the foregoing express warranty, Licensee’s sole and exclusive remedy and DeS' sole and exclusive obligation, is repair or replacement of the defective Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and DeS’ maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if DeS receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, DeS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 10. Limitation of Liability To the maximum extent permitted by applicable law, in no event will DeS be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, DeS' entire liability regarding Your use of the Software under this Agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to DeS for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. DeS and its licensors are not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software, on a website built using the Software, any material linked through such content or such website, any add-on modules You develop using the Software. The extent of DeS' liability for the limited warranty section shall be as set forth therein.