End User License Agreement (EULA)

Important – Read Carefully. The End-User License Agreement (“Agreement”) is a legal agreement between the End-User (client, consultant or representative of the recipient of this product or service) and Mission CRM Ltd. (Mission CRM) and its partner(s) for the Dynamics 365 Managed Solution software product identified within this software package, documentation and related materials (the “Product”), which includes computer software and may include printed materials, and online or electronic documentation not controlled by Mission CRM. By installing, configuring and executing the use of this Product, you agree to be bound by the terms of this Agreement and those of Mission CRM partner(s). If you, the End-User, do not agree to the terms of this Agreement, do not install or use this Product or consume any related services.

This license is not a sale. Title and copyrights to the Product remain with Mission CRM. Unauthorized copying of the data, or failure to comply with the provisions of this License Agreement, will result in automatic termination of this license and will make available to Mission CRM and its partner(s), other legal remedies.

IN THE EVENT OF LICENSE TERMINATION, ALL MATERIALS, DATABASES, AND DOCUMENTATION MUST BE IMMEDIATELY RETURNED TO MISSION CRM LTD. WITH THE ADDRESS LISTED AT THE END OF THIS AGREEMENT.

1. End-User represents and warrants that it is authorized and empowered to enter this Agreement. Represents and Warrants that it is authorized and empowered to grant the rights set forth in this end user license agreement.

2. Mission CRM Ltd. and its partner(s) hereby grants End-User a non-exclusive, non-transferable right to use the Product, subject to the use restrictions and limitations set forth in Section 5 and Section 6 below.

3. Mission CRM Ltd. shall provide the End-User with one (1) production instance and one (1) test instance of the product outlined in this document.

4. The End-User acknowledges that the Product is confidential, proprietary material owned and copyrighted by Mission CRM. The End-User agrees that Mission CRM and its partner(s) shall retain exclusive ownership of the Product, including all literary property rights, patents, copyrights, trademarks, trade secrets, trade names, or service marks, including goodwill and that Mission CRM may enforce such rights directly against the End-User in the event the terms of this agreement are violated.

5. The Product or Service is intended for use solely by End-User for their own internal purposes. The Product may only be used on the Dynamics 365 Organizational Unit licensed and paid for by End-User to the Mission CRM and that of a single test license (A test license must be on a Dynamics 365 organization marked as a "Sandbox Instance”. The End-User agrees not to copy, modify, sub-license, assign, transfer or resell the Product, in whole or in part without the prior written permission of Mission CRM Ltd. The End-User agrees not to translate, reverse engineer, decompile, disassemble, or make any attempt to discover the source code of the Product (except and only to the extent applicable law prohibits such restrictions). The End-User further agrees not to download/upload the Product, in whole or in part, or to establish a network, place data on the Internet, or offer a service bureau utilizing the Product. The End-User agrees to restrict access to the Product to designated employees and to use its best efforts to prevent violation of these restrictions by agents, employees and others, taking such steps and reasonable security precautions as may be necessary. The End-User shall permit Mission CRM Ltd. to send licensing information and registrations details on an ongoing basis from the End-Users Dynamics 365 organization for the purpose of ensuring licensing is correct and this agreement is being adhered to.

6. This license authorizes use of the Product on a single Dynamics 365 Production Organizational Unit (where Microsoft have specified the instance as a “Production” instance), and a single Dynamics 365 Test Organizational Unit (where Microsoft have specified the instance as a “Sandbox” instance). This license covers unlimited users that belong directly to the Dynamics 365 organizations that have been licensed, this license does not cover users or user access to organizations not specified in the license regardless of the number of organizations a user is associated to.

7. This Agreement shall remain in force as long as the End-User using the Product is paying the applicable Mission CRM Ltd.” Fees” (including licensing fees, subscription fees, consulting fees for services, and third-party product fees). Failure to pay these Fees will cause the agreement to expire. Mission CRM or the End-User may terminate use of the Product or service and this Agreement by written notice, at least thirty (30) days prior to the termination. Within thirty (30) days after expiration or notice of termination of the Agreement, End-User shall return to Mission CRM, postage prepaid all copies of the Product, Documentation and any Custom Collateral or Products created during the lifespan of this agreement. Continued use of the Product or any information contained therein or supplied under this Agreement after termination, or expiration of this Agreement is expressly prohibited. Note that individual products are exempt from ongoing Fees and may be under a perpetual license, for a list of these products and services please contact Mission CRM Ltd. Using the contact information within this agreement.

8. All UPDATES provided by Mission CRM and its partners shall be considered part of the Product and subject to the terms and conditions of this Agreement. Additional license terms may accompany UPDATES. By installing, copying, or otherwise using any UPDATE, the End-User agrees to be bound by this Agreement and any terms accompanying each such UPDATE. If the End-User does not agree to the additional license terms accompanying such UPDATES, do not install, copy, or otherwise use such UPDATES.

9. The End-User agrees that Mission CRM and its partners may collect and use technical information from the End-User provided as a part of support services, consulting, product deployment or the ongoing operations related to the Product or service.

10. The End-User acknowledges that the Dynamics 365 Managed Solution “Product” or “Service” is of Canadian origin and agrees to comply with all applicable international and national laws that apply to the Product or service, including the Global Affairs Canada Regulations, as well as end-user, end-use and destination restrictions issued by Canada and other governments. For more information, visit http://www.international.gc.ca to review any applicable import regulations.

11. Mission CRM Ltd. represents that the product does not violate or infringe any patent, trademark, trade secret, copyright, or similar right. In the event the product is held to infringe the rights of any third party, Mission CRM shall have the option either to procure the right for the End-User to continue using the product, to replace or modify the product so that it becomes non-infringing. Mission CRM and its partner(s) make no other warranty, express or implied, including, but not limited to, the accuracy of the product, the merchantability and fitness of the product for a particular purpose. Further, Mission CRM Ltd. does not warrant the compatibility of the product with End-User's computer hardware, software system or any third-party systems or business processes.

12. Under no circumstances shall Mission CRM or its Partner(s) be liable to the End-User or any other person for any indirect, special or consequential damages of any kind, including but not limited to, damages for loss of goodwill, work stoppage, computer failure or malfunction or all other commercial damages or losses. Mission CRM will not be liable for issues or damages that arise from third party services or business processes that rely on Mission CRM a product or service.

13. Mission CRM may cancel this license at any time if the End-User fails to comply with the terms and conditions of this Agreement; and Mission CRM Ltd. may obtain injunctive relief and may enforce any other rights and remedies to which it may be entitled in order to protect and preserve its proprietary rights or those of their partner(s).

14. This Agreement is the complete and exclusive statement of the understanding between the parties, with respect to the subject matter, superseding all prior agreements, representations, statements and proposals, oral or written.

15. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

Confidentiality Notice

The information contained in this document is confidential and proprietary. The End-User hereby covenants and agrees that, from and after the date of acceptance of this agreement, the End-User will not, either alone or in conjunction with any individual, firm, corporation, association or other entity, whether as principal, agent, shareholder or in any other capacity whatsoever:

•  (a) divulge to any person, firm or corporation any confidential information contained in this agreement or delivered to the end-user pursuant to the terms of this agreement and the transaction contemplated herein.

Injunctive Relief

The End-User hereby covenants and agrees that any breach or violation of the provisions of this agreement or specifically the Confidentiality Notice provision of this Agreement hereof will not be susceptible to adequate relief by way of monetary damages only, and Mission CRM, in addition to any other remedies enjoyed by it under the terms hereof or at law, shall be entitled to obtain injunctive relief against the End-User in any court of competent jurisdiction.

This document is to be used with the understanding that it will be held in strict confidence and not used for reasons unrelated directly to the specific purpose of this document. No part of the document may be circulated or reproduced for distribution outside the Client organization without prior written permission from Mission CRM Ltd.

Limitation of Liability

In no event, will Mission CRM or its partner(s) be liable for any damages, including loss of data, lost profits, cost of cover, or other special, incidental, consequential, or indirect damages arising from the use of the program (including the thirty-day trial) or accompanying documentation, however caused and on any theory of liability. This limitation will apply even if Mission CRM Ltd. has been advised of the possibility of such damage. The End-User acknowledges that the license fee reflects this allocation of risk.

Independent Legal Advice

The End-User further acknowledges that the End-User has been told to obtain independent legal advice with respect to this agreement and the End-User has had the opportunity to obtain independent legal advice and has declined it. The End-User further:

• (i) understand their respective rights and obligations under this Agreement and its nature and consequences;
• (ii) acknowledge that this Agreement is fair and reasonable;
• (iii) acknowledge that they are not under any undue influence or duress; and
• (iv) acknowledge that all parties are signing this Agreement voluntarily.

General

This Agreement is the entire agreement between Mission CRM and the End-User concerning the Product or Service and supersedes any other communications or advertising with respect to the program and accompanying documentation be them written, verbal or otherwise. If any provision of the Agreement is held invalid, the remainder of the Agreement shall continue in full force and effect. If you have any questions, please contact in writing:

Mission CRM Ltd.
Licensing Department
500 King Street West
Suite 300
Toronto
M5V 1L9
Ontario, Canada

Warranty Disclaimer

Mission CRM Ltd. disclaims any warranty regarding the Product and or content or examples contained in this documentation and the Dynamics 365 Managed Solution software product, including the warranties of merchantability and fitness for a particular purpose.

Limitation of Liability

The content of this Client Guide is furnished for informational use only, is subject to change without notice, and should not be construed as a commitment by Mission CRM Ltd. Mission CRM Ltd. assumes no responsibility or liability for any errors or inaccuracies that may appear in this Client Guide, help file or content derived from this Client Guide. Neither Mission CRM Ltd, nor their partner(s) or any third-party organization or service who has been involved in the creation, production or delivery of this documentation shall be liable for any indirect, incidental, special, exemplary or consequential damages, including but not limited to any loss of anticipated profit or benefits, resulting from the use of this documentation or sample code.

Severability

If any covenant or provision, or portion thereof, of this Agreement is determined to be void or unenforceable in any jurisdiction such void or unenforceable covenant or provision, or portion thereof, is hereby conceded to be severable from the balance of this Agreement in that jurisdiction only; such a determination shall not, in any event, affect or impair the validity of the balance of the covenant or provision, nor shall it affect or impair the validity of any other covenant or provision herein contained.

Binding Effect

This Agreement and everything contained herein shall extend to, ensure to the benefit and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, assigns and legal representatives.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, where it is made.