License Agreement

IMPORTANT: THIS SOFTWARE LICENSE AGREEMENT ("LICENSE AGREEMENT") IS A LEGAL AGREEMENT BETWEEN CLIENT (“CLIENT” OR “CUSTOMER”) AND FocusLive (Prodware S.A.). READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION, LIABILITY DISCLAIMERS AND SUPPORT INFORMATION. BY INSTALLING AND USING THE SOFTWARE, CLIENT IS CONFIRMING ITS ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO BE BOUND BY THESE TERMS, CLIENT MUST UNINSTALL THE SOFTWARE FROM ALL COMPUTERS.

1. Definitions

(a) "FocusLive” means Prodware S.A. and its licensors, if any.

(b) "Software" means only the FocusLive software program(s) supplied by Prodware S.A. here with or as downloaded from the FocusLive web site or FocusLive Application Store, and corresponding documentation, associated media, printed materials, and online or electronic documentation.

(c) “Client” or “Customer” means the company that has purchased the Software (whether through a FocusLive Reseller Partner or directly from FocusLive for use with their production installation of Microsoft Dynamics CRM.

(d) “Partner” means the authorized FocusLive Reseller Partner from whom Client has purchased the Software and the entity that will provide initial, first-level technical support for the FocusLive Products.

2. Ownership

The foregoing license gives Client limited license to use the Software. FocusLive and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this License Agreement, including International Copyrights, are reserved by Prodware S.A. and its suppliers.

3. License Grants

(a) Client may install the Software on Microsoft Dynamics CRM server computers that have Windows operating systems which are compatible with Microsoft Dynamics CRM or on Microsoft Dynamics CRM Online Cloud Service; provided, however, that, notwithstanding anything contrary contained herein, Client may not use the Software for more than one production installation or more than one production CRM Organization of Dynamics CRM.

(b) Client agrees that FocusLive may audit its use of the Software for compliance with these terms at any time, upon reasonable notice.

(c) Client’s license rights under this License Agreement are non-exclusive.

4. License Restrictions

(a) Client may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

(b) Client may not sell, rent, lease, or sublicense the Software.

(c) Client may not modify the Software or create derivative works based upon the Software.

(d) In the event that Client fails to comply with this License Agreement, FocusLive may terminate the license and Client must destroy all copies of the Software (with all other rights of both parties and all other provisions of this License Agreement surviving any such termination).

5. Support and New Releases

Clients that purchase FocusLive products are covered by an annual support contract that entitles Client to help-desk support and new releases of the purchased product. The first year’s cost for the annual support contract is included in the purchase price of the Software. Subsequent purchases of additional licenses of the same product fall under the terms of the initial purchase. After one year from initial purchase date, Client will be invoiced for the annual support contract at a price not to exceed the then current published maintenance and support prices of all FocusLive products owned at the time of support renewal. Following expiration of the first year’s coverage, FocusLive provides a 30-day grace period. Following the 30-day grace period, support will lapse; to reinstate the support agreement, Customer must pay the back maintenance amount for the period of time following expiration, as well as bring current the annual maintenance cost for the new period of 12 months. If Software is purchased by Client through an authorized FocusLive Reseller partner (“Partner”) and Client pays annual support fees, Partner is responsible for providing first-level support for Software and Client may request support by contacting Partner directly. Partner may contact FocusLive to request support as needed. If Software is purchased by Client directly from FocusLive, Client may contact FocusLive directly to receive support. In this case, support is provided to one administrative contact per licensing organization and is limited to assistance troubleshooting errors in the FocusLive applications related to installation or proper functioning of the application. FocusLive provides detailed product installation guides, users guides and videos on our web site at each product’s individual home page. FocusLive provides product support and resources through http://www.focus-live.com/Support. FocusLive reserves the right to stop support, upgrades and/or enhancements to Software at any time and without reason. In the event FocusLive decides to stop support, upgrades and/or enhancements, Client will be entitled to a refund on any remaining amount paid by Client for support of Software. The remaining amount will be calculated on a pro-rated basis based on number of days of support remaining. The annual support agreement does not cover support for customized versions of FocusLive products whether customized by FocusLive, or by the Reseller partner, or by the end user Client. Users of customized versions of FocusLive product may purchase a support plan that provides customization services on a time and materials basis, and this agreement will allow Client to receive all new releases. However, FocusLive does not guarantee that new releases will work with customized versions nor will FocusLive modify its products to do so without an additional services charge.

 

6. Transferability

Licenses of FocusLive products may only be used by the licensing organization. They may not be transferred, re-sold or otherwise assigned to another organization with prior written consent from Prodware S.A.

7. LIMITED WARRANTY & WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE (INCLUDING ANY EMBEDDED SOFTWARE) AND ALL SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND FOCUSLIVE DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOCUSLIVE DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE SOFTWARE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE BINDING ON FOCUSLIVE. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHER, YOU (CLIENT) ACKNOWLEDGE THAT NEITHER YOU NOR ANY OF YOUR REPRESENTATIVES HAVE RELIED ON ANY REPRESENTATIONS MADE BY FOCUSLIVE OR ANY FOCUSLIVE REPRESENTATIVE IN RELATION TO THE SOFTWARE AND/OR DOCUMENTATION EXCEPT FOR THOSE EXPRESSLY STATED IN THIS AGREEMENT. YOU (CLIENT) FURTHER ACKNOWLEDGEAND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE CONTROL, OPERATION AND SECURITY OF YOUR NETWORK, INCLUDING WITHOUT LIMITATION ANY INTERNET TRANSACTIONS AND COMMUNICATIONS CARRIED OUT USING ITS NETWORK WITH THIRD PARTIES, WHETHER MADE THROUGH ACCESS TO OR USE OF THE SOFTWARE OR NOT.

8. LIMITATION OF LIABILITY

(a) NEITHER Prodware S.A. NOR ITS SUPPLIERS SHALL BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FOCUSLIVE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. (b) FOCUSLIVE’S TOTAL LIABILITY TO CLIENT FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF €50 OR THE AMOUNT PAID BY CLIENT FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE. (c) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS LICENSE AGREEMENT.

9. Basis of Bargain

The Warranty Disclaimer, Exclusive Remedies, Limited Liability and Support/ Upgrades/ Enhancements set forth above are fundamental elements of the basis of the agreement between FocusLive and Client. FocusLive would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer, Exclusive Remedies, Limited Liability Support/Upgrade/Enhancement inure to the benefit of FocusLive’s licensors.

10. Consumer End Users Only

The limitations or exclusions of warranties and liability contained in this License Agreement do not affect or prejudice the statutory rights of a consumer (i.e., a person acquiring goods otherwise than in the course of a business). The limitations or exclusions of warranties, remedies or liability contained in this License Agreement shall apply to Client only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where Client is located.

11. Termination.

The Client may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from FocusLive if Client fails to comply with any provision of this Agreement or in case of client’s bankruptcy. Upon Termination, Client must destroy all copies of Software.

12. General

This License Agreement shall be governed by the internal laws of France, without giving effect to principles of conflict of laws. Client hereby consents to the exclusive jurisdiction and venue of the state courts sitting in Paris, France to resolve any disputes arising under this License Agreement. In each case this License Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods. This License Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. Client agrees that any varying or additional terms contained in any purchase order or other written notification or document issued by Client in relation to the Software licensed hereunder shall be of no effect. The failure or delay of FocusLive to exercise any of its rights under this License Agreement or upon any breach of this License Agreement shall not be deemed a waiver of those rights or of the breach.

No FocusLive dealer, reseller, agent or employee is authorized to make any amendment to this License Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. All questions concerning this License Agreement shall be directed to: Prodware S.A. , 45 quai de la seine, Paris, 75927, France.

FocusLive and other trademarks contained in the Software are trademarks or registered trademarks of Prodware S.A. in France and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. Client may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This License Agreement does not authorize Client to use Prodware S.A. or its licensors' names or any of their respective trademarks.