Dynamics CRM Recruiting Solutions End User Agreement
This Dynamics CRM Recruiting Solutions End User License Agreement (the “Agreement”), is entered by and between the End User (“End User”) and Dynamics CRM Recruiting Solutions (“Dynamics CRM Recruiting Solutions”) provider of the Dynamics ATS.
An End User is anyone who purchases, downloads, installs or uses the Dynamics ATS. By purchasing, downloading, installing, and or using the Dynamics ATS 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 Dynamics CRM Recruiting Solutions’ Dynamics ATS solely for End User’s internal purposes.
1. Products and Services
This agreement applies to the following:
1.1 Dynamics CRM Recruiting Solutions’ Dynamics ATS is a packaged solution that is an extension for Microsoft Dynamics 365 & CRM.
1.2 Your Integrated Product is a final solution based on Dynamics CRM Recruiting Solutions’ Dynamics ATS implemented by End User.
Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to certain Dynamics CRM Recruiting Solutions’ Dynamics ATS enhancements. When ordering the Dynamics CRM Recruiting Solutions’ Dynamics ATS, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to receive the Dynamics CRM Recruiting Solutions’ Dynamics ATS 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’s Rights:
(a) Adopt, use, customize, localize, integrate the Dynamics CRM Recruiting Solutions’ Dynamics ATS Application into the End Users internal Dynamics CRM or 365 environment.
In order to support iOS and Android platforms, Dynamics CRM Recruiting Solutions’ Dynamics ATS uses 3rd party’s products. Since these products are not in possession of Dynamics CRM Recruiting Solutions, they must be licensed separately.
(a) You must ensure that the Dynamics CRM Recruiting Solutions’ Dynamics ATS is not distributed in any form other than internally across the End User’s workforce. The Dynamics ATS zip file and any customization or translations are for the End Users internal use and must never leave the End Users Systems or Facilities
(b) You may not (and may not allow anyone else to) distribute the Dynamics ATS through the online application stores, such as AppSource, Pinpoint, Apple AppStore, Windows Phone Marketplace or Android Market unless you have obtained written consent from Dynamics CRM Recruiting Solutions.
(c) You may not decompile, reverse engineer, or otherwise attempt to derive the source code for any Dynamics CRM Recruiting Solutions’ Applications without Dynamics CRM Recruiting Solutions expressed written consent. If permitted such activities are for the End User’s internal use only and may not be resold or distributed without Dynamics CRM Recruiting Solutions expressed written consent.
(d) You may not use Dynamics ATS as a blue print to build your own ATS solution for Dynamics 365 Customer Engagement that would circumvent the need for Dynamics ATS licenses for a period of 5 years from the date you’ve licensed Dynamics ATS.
(e) You many not use Dynamics ATS as a blue print to build a competitive ATS solution for Dynamics 365 Customer Engagement.
(f) You must ensure that you are licensed properly according to Microsoft Dynamics licensing. Dynamics CRM Recruiting Solutions is not responsible for any breach of proper licensing.
(g) For the code associated with the Dynamics ATS (“Code“):
- Keep the Code internal, protected and in place
- Not modify the Code in any way
- Not share or distribute the Code to any third party without Dynamics CRM Recruiting Solutions expressed written consent.
If you make backup or archival copies of a Dynamics CRM Recruiting Solutions Dynamics ATS or Documentation, you must reproduce all copyright, trademark, and other notices that appear on the original copy.
2.5 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 Dynamics CRM Recruiting Solutions. If you attempt to transfer or assign any of your license rights without Dynamics CRM Recruiting Solution’s consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement and owe Dynamics CRM Recruiting solutions any and all revenue received from the transaction).
2.6 Dynamics CRM Recruiting Solutions’s Rights
Dynamics CRM Recruiting Solutions shall have the right to perform an internal audit at End User’s premises to control the total number of deployed Dynamics ATS. End User shall be informed about the date of the internal audit at least 30 business days prior to the audit.
Dynamics CRM Recruiting Solutions will deliver the Dynamics ATS along with the corresponding Documentation and License Keys (if applicable) to you after making your purchase. We will need credentials to your Dynamics 365 or CRM instance for installation and set up. If that is not possible we will find another way to complete the installation and set up or refund your money. Once installation and set up is complete all payments are non-refundable.
4. Fees and Payment
The End User Fees for the Dynamics CRM Recruiting Solutions’ Dynamics ATS and services you may purchase under this agreement will be identified in the End Users invoice. The End User Fees will be due as stated on Dynamics CRM Recruiting Solutions’s invoice. If End User does not pay an amount by the scheduled due date, Dynamics CRM Recruiting Solutions will have the right to terminate this agreement.
4.1 License Fee:
This Dynamics ATS License grants you the use of Dynamics CRM Recruiting Solutions’ Dynamics ATS on one instance of Microsoft Dynamics CRM or 365 owned by the End User. Part of the License is a 1-year support subscription to gain access to the support portal, new versions, fixes, updates to Dynamics CRM Recruiting Solutions’ Dynamics ATS as defined in the End Users invoice. After your subscription expires, End User can renew the subscription license at the cost identified in the End Users invoice.
4.2 End User License and Maintenance Fees:
The End User License and Maintenance Fees for Your Integrated Product will be identified in the invoice provided by Dynamics CRM Recruiting Solutions.
5.1 Confidentiality Obligations:
Each party (End User and Dynamics CRM Recruiting Solutions) agrees to abide by the following confidentiality obligations with respect to the other party’s Confidential Information:
- do not disclose it to any third party unless (a) the other party has given its specific and express prior written approval, (b) the disclosure is expressly allowed under this agreement, or (c) the disclosure is necessary to comply with a valid court order or subpoena;
- do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and
- protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a “need to know” basis).
5.2 Mandatory Disclosures:
If you believe you must disclose Dynamics CRM Recruiting Solutions’ Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify Dynamics CRM Recruiting Solutions and cooperate with Dynamics CRM Recruiting Solutions if Dynamics CRM Recruiting Solutions chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Dynamics CRM Recruiting Solutions will do the same if it believes it must disclose your Confidential Information in these circumstances.
5.3 Additional Obligations:
In addition to your general obligations of confidentiality regarding the Dynamics CRM Recruiting Solutions Dynamics ATS and Documentation, you must take the following steps to help prevent any unauthorized access to or use of the same:
- you must ensure that your employee has access to and uses the Dynamics CRM Recruiting Solutions Dynamics ATS Tools and Documentation only while working on your physical premises; and
- you must monitor each End User’s use of the Dynamics CRM Recruiting Solutions Dynamics ATS to ensure that the End User abides by the terms of this agreement.
6. Term and Termination
6.1 Rights to Terminate:
This Agreement shall take effect on the date End User Purchases, downloads, Installs and or uses the Dynamics ATS, (“effective date”). End User shall use Dynamics CRM Recruiting Solutions’ Dynamics ATS Application solely during the validity of this Agreement. Disclosure of confidential information, misappropriation of the other party’s intellectual property, insolvency, bankruptcy, failure to pay the End User Fees by the scheduled due date, Dynamics CRM Recruiting Solutions will have the right to terminate this agreement or other similar proceeding.
6.2 Consequences of Termination:
If and when either you or Dynamics CRM Recruiting Solutions terminates this agreement:
(a) you will remain obligated to pay any amounts you owe to Dynamics CRM Recruiting Solutions at that time; and
(b) the provisions of sections 2.2, 2.3, 2.4, 2.5, 2.6, 4, 5, 6.2, 7, 8, 9 and 10 will remain in effect; and
(c) Dynamics CRM Recruiting Solutions will be given access to remove the Dynamics ATS application from end users Dynamics 365 or CRM environments that it was installed on.
7. NO WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, OR OTHER MATERIALS OR INFORMATION PROVIDED BY US.
8. LIMITATION OF LIABILITY, EXCLUSIONS
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS AGREEMENT, ANY SERVICES, OR ANY OTHER MATERIALS OR INFORMATION WE PROVIDE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
9. FORCE MAJEURE
Neither Party shall be in default for delay or failure to perform caused by an Act of God or of a governmental body, or any other cause reasonably beyond its control. Upon occurrence of such an event, prompt notice shall be provided to the other Party and the performance of its obligations by the affected Party shall be suspended for the duration of this event of Force Majeure. The Parties shall use their best efforts to mitigate the effects of such an event of Force Majeure and to resume performance of the Agreement at the earliest opportunity. However, if performance is suspended for a period exceeding fifteen (15) days, the Party will meet each other in order to define the adequate solutions to be carried out. In the event that the performance cannot be resumed despite of the carry out of the alternative solution, either Party will have the right to terminate this Agreement as of right.
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. Notices shall be deemed delivered on the date shown on the email or facsimile confirmation of delivery. End User may not assign this Agreement without Dynamics CRM Recruiting Solutions’s written consent, which consent shall not be unreasonably withheld. This Agreement shall be governed by the laws of the State of Texas not including its “conflict of laws” provisions. Any dispute arising out of or under this Agreement shall be brought before the district courts of Harris County Texas, situated in the city of Houston, unless mutually agreed otherwise. Notwithstanding this, this choice of forum provision shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall amend the Agreement to give effect to the stricken clause to the maximum extent possible. No waiver of any breach of this Agreement shall be interpreted as a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Dynamics CRM Recruiting Solutions reserves the right to make changes, including changes in price, benefits, and terms and conditions as defined in this Agreement and Appendixes at any time. This Agreement shall not be amended except in writing and signed by Dynamics CRM Recruiting Solutions.