PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”). BY DOWNLOADING, INSTALLING, OR USING ANY HSO PROSERV, INC. SOFTWARE (“SOFTWARE”), YOU AND ANY ENTITY YOU REPRESENT (“CUSTOMER”) AGREE TO BE BOUND BY THIS AGREEMENT WITH HSO PROSERV, INC. (“HSO”). IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT CUSTOMER’S RIGHTS IN THE SOFTWARE ARE FOREFEITED.

The following terms govern Customer’s use of the Software except to the extent particular Software is the subject of a separate written agreement between Customer and HSO. If the Software is identified in a Purchase Order, invoice, subscription agreement or proof of entitlement issued by HSO or an authorized HSO reseller (“Reseller”) (collectively, “Proof of Entitlement”), Customer’s license to such Software is subject to any additional terms and conditions contained in the Proof of Entitlement, including, without limitation, the term of the license (“License Term”), applicable license fees (“Fees”), and limitations with respect to use on a single Dynamics 365 installation or other quantitative limits.

Limited License Grant. With respect to the specific program modules, feature set(s) or feature(s) of the Software identified in any Proof of Entitlement, and subject to Customer’s compliance with the Limitations and Restrictions section of this Agreement, including, without limitation, Customer’s payment of any applicable Fees, HSO grants to Customer a limited, revocable, nonexclusive, nonsublicensable and nontransferable license, during the License Term to: (i) use such Software consistent with the use and restrictions set forth in the applicable Proof of Entitlement and only for Customer’s internal business purposes; (ii) make multiple copies of the software for backup, development, and testing purposes so long as such copies are not used in production and the development is for your internal use only; (iii) run multiple passive fail-over instances of the Software for temporary support; (iv) run Software on an unlimited number of instances (Test, Staging, Production, etc.) of a single Microsoft Dynamics 365 installation; and (v) modify the software as necessary for Customer’s internal business purposes. Customer agrees that HSO is not responsible for any problems that result from such modifications made by Customer or any other third party acting on Customer’s behalf, or any problems that are caused by third party hardware or software.

Limitations and Restrictions. Except as otherwise expressly provided in this Agreement, the foregoing license grant excludes any right to, and Customer shall not: (i) distribute, sell, transfer, lease, loan, host, assign or sublicense the Software or Customer’s license rights under this Agreement, whether voluntarily or by operation of law, to any third party, directly or indirectly, and any such attempted transfer, assignment or sublicense shall be void; (ii) decompile, decrypt, disassemble, reverse engineer, create derivative works of, translate or otherwise reduce to human-readable form the Software; gain access to trade secrets or confidential information in the Software; circumvent any copy-protection, hardware version controls, or license enforcement; or attempt to do any of the foregoing, except to the extent expressly permitted by applicable law; (iii) provide a third party with a copy of or access to the Software (including, without limitation, source code), in any manner, (if Customer does so, Customer will be responsible to HSO for all acts of such third party); and (iv) use or allow use of the Software in violation of any applicable law or regulation or to support or facilitate any illegal activity. Notwithstanding any other provision of this Agreement, Customer shall not attempt to circumvent any security or access restrictions relevant to Software versions or features therein. Customer shall be liable to HSO for any damages, injury or harm caused to HSO as a result of Customer’s violation of any of these limitations or restrictions.

Installation. Customer is responsible for installing the Software unless Customer purchases installation services from HSO or Reseller pursuant to a separate agreement.

Updates and Maintenance. The terms and conditions of this Agreement shall apply to any upgrades, updates, bug fixes or modified versions (collectively, “Updates”) or additional copies of the Software. Updates will be provided from time to time at HSO’s discretion. Installation of Updates may require billable professional services from HSO or Reseller contracted under a separate services agreement. Notwithstanding any other provision of this Agreement Customer has no license or right to use any such Updates or additional copies unless Customer, at the time of acquiring them, already holds a valid license to the Software associated with such Updates and has paid any required Fees for such Software. By downloading or using any Updates, Customer’s rights with respect to the Updates are subject to the terms of the latest revision of this Agreement posted at the time of receipt of the Updates, HSO’s then-current policies and procedures, and Customer’s Proof of Entitlement for the Software associated with such Updates. For Customers in the current Microsoft release or one (1) release prior, HSO will provide bug fixes for product defects free of charge. The timing of fix releases (immediate or at next scheduled release) is at the discretion of HSO and will be assessed based on defect severity. Bug fix service does not include data repair or restoration.

Reservation of Rights. The Software and documentation are owned by HSO and is protected by copyright, patent, trademark, and trade secret laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between Customer and HSO, the Software, including without limitation intellectual property rights therein and thereto, are the sole and exclusive property of HSO or its subsidiaries or affiliated companies. All Software is licensed to Customer, not sold. HSO reserves all rights not expressly granted in this Agreement, and no rights or licenses shall be deemed or interpreted to be granted or transferred hereunder, whether by implication, estoppel, or otherwise. Customer shall not provide the Software, documentation, or details regarding the operation of the Software, or any other confidential and/or proprietary information to any third party.

Fees and Payments. If Customer orders from Reseller, Reseller will set Customer’s pricing and payment terms and Customer will pay the amount due to Reseller. Should either Reseller or HSO terminate the reseller relationship between said parties, HSO will offer Customer a software subscription agreement to enable ongoing use of the Software.

Protection of Information. Customer agrees that the Software and associated documentation, including, without limitation, the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of HSO. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of HSO. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Customer must take security measures sufficient to reasonably safeguard the licensed Software from theft or from access by persons other than Customer’s or its affiliates’ authorized employees or agents.

Term and Termination. This Agreement is effective until terminated. Customer may terminate this Agreement at any time by destroying all copies of Software including, without limitation, any documentation. Customer’s license rights under this Agreement will terminate immediately without notice from HSO if Customer fails to comply with any provision of this Agreement. If Customer’s Proof of Entitlement for any Software states that the license for that Software is a subscription (“Subscription Software”), then the License Term applicable to that Software is for the time period identified in such Proof of Entitlement, subject to early termination for breach of this Agreement. In addition, with respect to any Subscription Software, this Agreement, and the license rights afforded hereunder, shall terminate with respect to such Subscription Software upon the earlier of the completion of any License Term for such Subscription Software or immediately upon the failure of Customer to pay any subscription Fees when due and owing to HSO or Reseller. Upon termination or expiration of this Agreement for any reason Customer shall immediately cease using any Software and must destroy or return to HSO all copies of the Software and associated documentation in its possession or control.

Limited Software Warranty and Disclaimers. Subject to the terms and conditions of this Agreement, for any Software identified in a Proof of Entitlement, HSO warrants, for a period of one (1) year from the Start Date, that the Software will perform substantially in accordance with HSO’s standard specifications. The sole and exclusive remedy of the Customer and the entire liability of HSO under this limited software warranty shall be (i) for HSO to replace or repair the defective software, and (ii) at HSO’s option, to refund the Fees paid for such Software. This limited warranty extends only to the original purchaser. The “Start Date” shall mean the date when the Customer is granted access to the Software. NOTWITHSTANDING THE FOREGOING, ANY SOFTWARE LICENSED UNDER AN EVALUATION LICENSE, ANY SOFTWARE THAT IS PROVIDED WITHOUT CHARGING ANY FEE, ANY MODIFIED SOFTWARE AND ANY THIRD PARTY SOFTWARE ARE FURNISHED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. HSO DISCLAIMS ANY WARRANTY, REPRESENTATION OR ASSURANCE THAT THE SOFTWARE, OR ANY EQUIPMENT OR NETWORK RUNNING THE SOFTWARE, WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. CUSTOMER MAY NOT MAKE A WARRANTY CLAIM AFTER EXPIRATION OF THE 1-YEAR WARRANTY PERIOD.

No warranty will apply if the Software (i) has been altered without the consent of HSO and such consent shall not be unreasonably withheld or delayed by HSO; (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by HSO in the applicable documentation; and (iii) customer does not maintain compliance with Microsoft’s required OneVersion twice-yearly update requirement. Customer is solely responsible for assessing the suitability of the Software for use in particular applications and for backing up its programs and data to protect against loss or corruption. HSO’s warranty obligations do not include (i) problems caused by your acts or failures to act, or the acts or failures to of others or (ii) events beyond HSO’s reasonable control.

EXCEPT AS SPECIFIED IN THE LIMITED SOFTWARE WARRANTY SET FORTH IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR MEETING CUSTOMER’S REQUIREMENTS, NONINFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, COMPATIBILITY OR INTEROPERABILITY WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, SATISFACTORY QUALITY, OR FREEDOM FROM INTERRUPTION OR ERROR, ARE HEREBY DISCLAIMED AND EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE 1-YEAR WARRANTY PERIOD OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.

THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

Disclaimer of Liabilities. IN NO EVENT WILL HSO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF HSO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF HSO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS OR LICENSORS TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID TO HSO BY CUSTOMER FOR THE SOFTWARE OR EQUIPMENT THAT IS THE SUBJECT OF SUCH CLAIM IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE WHEN NOTICE OF SUCH CLAIM WAS PROVIDED HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. IN SUCH A CASE THE FOREGOING LIMITATION WILL BE APPLIED TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

HSO’s Indemnification. HSO will defend Customer against any claims made by a third party that the software infringes its patent, copyright or trademark, or misappropriates its trade secrets, and will pay the amount of a resulting judgment or other settlement to which HSO agrees. The term “misappropriate” shall mean intentionally unlawful use, and the term “trade secret shall mean “undisclosed information”. Customer must notify HSO promptly in writing of the claim and give HSO sole control over its defense or settlement. Customer agrees to provide HSO with reasonable assistance in defending the claim. HSO’s obligations will not apply should the claim or final judgment be based on (i) Customer’s use of the software after HSO notifies Customer to discontinue use due to such a claim; (ii) Customer combining this software with other non-HSO software, data or business processes including third party programs which have not been supplied by HSO or agreed by HSO to be appropriate for use with the Software and such agreement shall not be unreasonably withheld or delayed by HSO; (iii) Customer altering or modifying the software, including any modifications made on Customer’s behalf by third parties without the consent of HSO and such consent shall not be unreasonably withheld or delayed by sa-global.usa; (iv) Customer’s distribution of the software to, or its use for the benefit of, any third parties; or (v) for any trade secret claim where Customer has acquired the trade secret through improper means or under circumstances where Customer has a duty to maintain its secrecy or limit its use. If HSO receives any information concerning a potential infringement or misappropriation claim related to this software, HSO may, at its expense and without obligation to do so, either (i) procure for Customer the right to continue to run the software; or (ii) modify the software or replace it with a functional equivalent that makes it non-infringing, in which case Customer agrees to stop running the software immediately. If as a result of a such claim Customer’s use of the software is enjoined by a court of law, HSO will at its option either procure the right for Customer to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid by Customer for the infringing software and terminate this license. If any other third party claim is brought against you regarding HSO’s intellectual property, you must notify HSO promptly in writing. HSO may, at its option, choose to treat these claims as being covered in this section. This section provides your exclusive remedy for third party infringement.

Customer’s Indemnification. Customer shall defend HSO and hold HSO, its affiliates, directors, employees, and representatives harmless against any liabilities, losses, damages, demands, claims, suits, and proceedings as well as fees, expenses and other costs of any kind or nature, including, without limitation, any attorney fees, expert fees, filing fees, judgments, and settlement amounts associated therewith, as and when incurred, arising out of or related to Customer’s use of the Software or any breach or alleged breach by Customer or any of Customer’s affiliates, employees, representatives, agents or end-users of any obligation, representation or warranty contained in this Agreement and pay any amounts finally awarded or agreed to in settlement of any such claim.

Trust-Based Licensing Model. The Software licensed under this Agreement does not include programmatic license enforcement. The software is licensed based on the number of total Microsoft Dynamics 365 user licensed installed in your environment. It is Customer’s responsibility to ensure compliance with this Agreement, including, without limitation, all applicable restrictions set forth herein or in any Proof of Entitlement. By adopting this trust-based licensing model, HSO does not waive its right to enforce any aspect of this Agreement at any time. Additionally, HSO’s knowledge of Customer’s use of the Software beyond the scope of the license shall not operate as a waiver of HSO’s rights to enforce the terms of this Agreement under any legal or equitable doctrine.

Reports and Audit. Customer agrees to monitor its use of the Software and generate accurate, complete and auditable records of its level of use. If at any time Customer becomes aware that it has used any Software without paying any applicable Fees or in excess of the limitations set forth in any applicable Proof of Entitlement, Customer shall promptly notify HSO in writing of such use and pay any additional Fees for the type of the Software or the features or functionality thereof actually used by Customer. Customer agrees that HSO shall have the right, at HSO’s expense, to audit Customer’s use of the Software on at least 15 (fifteen) business days’ advance notice, during Customer’s normal business hours and no more frequently than once each year, which audit shall not unreasonably interfere with Customer’s business.

Technical Support Services. Ongoing technical support services may be purchased from HSO or Reseller through a separate support agreement.

Survival. The license limitations and restrictions contained in the section entitled “Limitations and Restrictions” as well as the following provisions shall survive the termination or expiration of this Agreement: Reservation of Rights, Protection of Information, Term and Termination, Limited Software Warranty and Disclaimers, Disclaimer of Liabilities, Indemnification, Reports and Audit, and General Provisions.

General Provisions. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, United States, without regard to conflict of laws provisions thereof. Neither the provisions of the United Nations Convention on Contracts for the International Sale of Goods nor those of the Uniform Computer Information Transactions Act shall apply. Disputes arising hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Georgia, and the parties agree to submit to the jurisdiction of such courts. HSO may assign this Agreement or delegate its responsibilities without restriction. Customer may not assign this Agreement, its rights or licenses, or delegate its duties, hereunder, nor may any successor entity of Customer assume such rights, licenses or duties, in whole or in part, directly or indirectly, whether by sale of stock or assets, merger, change of control, operation of law, or otherwise, without HSO’s prior written consent. Any assignment or assumption in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective permitted successors and assigns. This Agreement is the entire agreement between HSO and Customer with respect to the Software, and supersedes any and all prior agreements, negotiations, or other communications between HSO and Customer, whether oral or written, with respect to the subject matter hereof. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (i) such provision shall be deemed to be reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed to be severed from this Agreement; and (ii) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby. HSO’s failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. HSO’s waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. The English language version of this Agreement shall be the official and controlling version, and any translation provided is solely for convenience.