End User License Agreement

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End User License Agreement (EULA)  

1. DEFINITIONS  

1.1. "Licensee" shall mean a physical person or legal entity that has acquired a license to the  Software.  

1.2. "EULA" shall mean this standard End User License Agreement.  

1.3. "Amathan" shall mean Amathan GmbH.  

1.4. "Initial Update Term" shall have the meaning set out in clause 6.3 below.  

1.5. "Partner" shall mean the authorized reseller or distributor of Amathan from whom the  Licensee has purchased the license to the Software.  

1.6. "Software" shall mean any software (whether provided as downloadable or as an online  service), tool, utility, documentation or similar delivered by Amathan including the license  file, and any revision, update or upgrade hereto which are made available by Amathan to  the End User under the terms and conditions set out in this EULA.  

1.7. "Working day" shall mean Monday to Friday, except for national holidays in Austria and 24th  of December and 31st of December.  

2. SCOPE OF THE END USER LICENSE  

2.1. Amathan hereby grants to the Licensee a non-assignable and non-exclusive right to use the  Software in accordance with the terms and conditions set out in this EULA solely for  Licensee’s own internal business operations. The license is effective upon installation by the  Licensee and remains in force until termination by either party.  

2.2. The Software can be licensed as (i) a perpetual license or (ii) a subscription license that  needs to be renewed monthly.  

2.2.1.A perpetual license gives the Licensee a right to use the licensed version of the  Software perpetually.  

2.2.2.A subscription license gives the Licensee a right to use the Software (current or at any  time latest version) one (1) month year from the date of purchase. The Amathan Pricelist will determine which options are available. If the subscription license is not renewed, the Licensee no longer has any right to use the Software.  

2.3. The Software is a standard product. It shall be the sole responsibility of the Licensee to  ensure that the functions of the Software fulfill the requirements and expectations of  Licensee. 2.4. The Licensee’s right to use the Software requires that the Licensee has accepted the terms  and conditions in this EULA. One license (perpetual or subscription) gives the Licensee the  right to use the Software for one physical person or one legal entity, for the number of users  and user types acquired, and for one database or one tenant  

2.5. Licensee agrees that Amathan may audit Licensee's use of the Software for compliance with  this EULA at any time, upon reasonable notice. In the event that such an audit reveals any  use of the Software by Licensee other than in full compliance with the terms of this EULA,  Licensee shall reimburse Amathan for all reasonable expenses related to such an audit in  addition to any other liabilities Licensee may incur as a result of such noncompliance.  

2.6. In case of termination of the agreement with the Partner, Amathan may with regard to  Amathan’s Software take over or reassign Licensee of the Partner to another partner.  

2.7. In case Licensee wants to reassign to another partner than the Partner, Licensee must  inform Amathan hereof in writing no later than two (2) months before the end of an update  term, cf. clause 6 below.  End User License Agreement (EULA)  

3. INTELLECTUAL PROPERTY RIGHTS  

3.1. Licensee shall obtain no rights to the Software. Amathan retains all intellectual property  rights to the Software, updates, documentation and all data enclosed in it, including, but not  limited to, copyright, trademarks and other rights, titles and interests in the Software.  

3.2. The Licensee is not permitted to publish the Software without the explicit, written consent  of Amathan. This also applies to any documentation delivered by Amathan.  

3.3. The Licensee may not reverse engineer, decompile or disassemble the Software except  when otherwise allowed by mandatory statutory provisions. The Licensee shall always notify  Amathan in writing in advance of such acts.  

3.4. Upon an infringement of Amathan’s intellectual property rights, Amathan shall be entitled  to terminate this Agreement for cause with immediate effect, as per clause 11.2.  

4. USE OF THE SOFTWARE  

4.1. By installing, copying, or otherwise using the Software, the Licensee agrees to be bound by  the terms of this EULA.  

4.2. The Licensee acknowledges that the use of some parts of the Software and licensing may  require connection to the Internet.  

4.3. Should the Licensee use the Software, including any documentation, for another physical  person or legal entity than Licensee, Amathan is entitled to a penalty amounting to two  times Amathan’s list price for the unpaid End User license. The penalty shall be calculated in  accordance with the list price of the End User license valid at the time Amathan becomes  aware of the unauthorized use of the Software.  

4.4. The Licensee alone is responsible for the backup of all data, configurations and settings  stored in the Software.  

5. USE OF THE SOFTWARE WITH AMATHAN ONLINE SERVICES  

5.1. Some use of the Software requires the Software to use one or more online services in the  cloud computing platform Microsoft Azure (or other cloud computing platforms). It is  expressly stated that Amathan is not responsible for downtime or other interruptions in the  service relating to Microsoft Azure (or other cloud computing platforms) and/or otherwise  out of Amathan's control.  

5.2. The usage of ForNAV online services on Microsoft Azure (or other cloud computing  platforms) is covered by ForNAV, based on “fair usage” consumption. This is defined as  executing 100 pages (print to printer, PDF, Microsoft Word, preview, Save As…) per user per  day, measured as an average over 30 days. Should the number of pages exceed this, ForNAV  reserves the right to invoice the Licensee for additional cloud computing usage.  

5.3. When using the Amathan online services, data are transferred to and from the service. This  data is not stored or logged by Amathan. The Licensee accepts that Amathan can have  access to data as part of a support incident, preventive troubleshooting, debugging or other  activities to ensure stable operation of the Amathan online services. Amathan may collect  telemetry data about usage of the software for performance, optimization, improvement  and statistics.  

6. UPDATES  

6.1. Amathan will use its best endeavors to ensure on-going development of the Software,  including correction of errors and inexpediency and, at the discretion of Amathan, to change  the Software with the aim of making the Software compatible with new versions of thirdparty’s standard software.  

6.2. Subscription license:  End User License Agreement (EULA)  

6.2.1.When purchasing a subscription license to the Software an update fee is included in the  subscription license, thus the Licensee will have access to relevant updates.  

6.3. Perpetual license:  

6.3.1.When purchasing a perpetual license to the Software, the purchase of relevant updates  is mandatory the first year (the "Initial Update Term"). The Initial Update Term runs  from the date of purchase for the following 12 months. The Licensee must pay an  update fee for the Initial Update Term corresponding to 16% of the license fee for the  Software, according to the Amathan Pricelist.  

6.3.2.After the expiry of the Initial Update Term, the Licensee will have access to relevant  updates, unless the Licensee has informed the Partner otherwise by giving three  months' written notice to the end of an update term (a 12 months' period). The  Licensee must pay an update fee for access to these updates corresponding to 16% of  the license fee for the Software, according to the Amathan Pricelist.  

6.3.3.Should the Licensee decide not to renew, the Licensee will no longer be eligible for any  new updates, to support, nor to purchase any additional users or features to the  license.  

6.4. In the event that the Licensee has terminated this Agreement with or without cause in  accordance with the provision in clause 11 and wants to reactivate it, the Licensee must pay  for both the updates that have been released in the inactive term and any new updates. The  update fee for the inactive term (the retroactive fee) shall be calculated on the basis of the  license fee paid at the time of the acquisition of the license, in accordance with the Amathan Pricelist. The retroactive fee is calculated yearly with the percentage rate stipulated in  clause 6.3.1 plus 3 percentage points.  

6.5. The Licensee acknowledges that updates to the Software may not work with the Licensee’s  hardware, add-on, third-party software or custom fit adjustments or modifications.  

6.6. The use of updates is the sole responsibility of the Licensee, and Amathan can under no  circumstances be held liable for any problems or inexpediency that updates may cause.  

7. SUPPORT  

7.1. The Partner is the Licensee’s first point of contact and reference in respect to all matters  concerning the Software, including but not limited to support.  

7.2. Amathan offers online support, by email to support@amathan.com. Amathan will use its  best efforts to respond to any support question within two (2) working day.  

7.3. Support enquiries that are not related to errors that are reproducible in the most recent  version of the Software and in the most recent version of the Microsoft Dynamics 365  Business Central standard database and that cannot be answered electronically or that  require more in-depth conversation or meetings, will be invoiced according to the Amathan Pricelist.  

8. ASSIGNMENT  

8.1. The Licensee is not entitled to lend, lease, sublicense, transfer or otherwise assign its rights  and obligations given under this Agreement without Amathan’s prior written consent. Any  assignment shall not be legal without Amathan’s prior written consent. Assignment also  includes transfer or adoption in connection with a merger, demerger, outsourcing and  similar events or activities within and outside the group of companies to which the Licensee  belongs.  

8.2. If the Licensee assigns the Software in conflict with the provisions above, Amathan may  terminate this Agreement with immediate effect, as described in clause 11.  End User License Agreement (EULA)

8.3. Amathan may at any time in full or in part assign its rights and obligations under this  Agreement to any third party.  

9. INFRINGEMENTS OF THIRD-PARTY RIGHTS  

9.1. Amathan represents and warrants that it has the right to license the Software, including any  documentation, to the Licensee, and that Amathan holds the necessary rights, titles and  licenses to allow the Licensee to perform all rights contemplated by this Agreement, and  that the Software does not infringe any third-party's right that is valid within and  enforceable in Austria.  9.2. The above representations and warranties do not apply to infringements or  misappropriations resulting from modifications of the Software, including any  documentation, by the Licensee, or the Licensee's operation or use of the Software with  devices, data or software furnished by the Licensee. If the Licensee embeds fonts or any  other third-party intellectual properties using the Software, it is the sole responsibility of the  Licensee to have the necessary rights to do so.  

9.3. If a third party towards the Licensee claims that the Software infringes third-party rights, the  Licensee shall immediately inform Amathan in writing and Amathan shall take over the  defense of the claim. Amathan shall at its cost have full control of any proceedings arising  out of any infringement of third-party rights.  

9.4. If the Licensee becomes aware of any infringement or potential infringement of the  Software it shall promptly notify Amathan in writing.  

10. PROVIDED "AS IS"  

10.1. The Software and any related documentation is provided “as is” without warranty of any  kind, either express or implied, including, without limitation, the implied warranties or  merchantability, fitness for a particular purpose. The entire risk arising out of use or  performance of the Software remains with Licensee.  

10.2. The Software delivered under this Agreement is a standard product, and the Licensee is  aware that no software product is faultless in all situations and combinations.  

10.3. Amathan shall not be liable for any defects. This Agreement includes neither warranty  against defects, nor any warranty of fitness or suitability for a particular purpose.  

10.4. Immediately after a reproducible error or defect is discovered or should be discovered the  Licensee must give notice to Amathan’s Partner whom the Licensee is cooperating at the  time of the notification. Upon notification, the Licensee must specify the error or defect.  

10.5. Amathan will use its best endeavors to remedy errors and defects which are reproducible  in the most recent version of the Software and in the most recent version of the Microsoft  Dynamics 365 Business Central standard database.  

10.6. The actual scope and procedure for remedy of any errors or defects is at the free and  independent discretion of Amathan, who may remedy essential errors and defects by  releasing an update of the Software. Amathan will remedy non-essential errors and  defects to the extent Amathan finds it necessary.  

11. TERMINATION  

11.1. The Licensee may terminate this EULA for the future at any time by ceasing the use of the  Software and promptly destroying and deleting all copies, including any documentation.  The Licensee shall not be entitled to any refund of the license fee.  

11.2. In the event that the Licensee fails to comply with any of the terms or conditions of this  Agreement, Amathan may terminate for cause the Licensee's right to use the Software,  including any documentation, at any time upon a written notice of 30 days. Upon such  termination the Licensee must destroy and delete all copies of the Software, including any  End User License Agreement (EULA)  Page 5 of 6 documentation. The Licensee shall not be entitled to any refund of the license fee upon  such termination.  

12. LIABILITY OF THE LICENSEE  

12.1. General rules of Austrian law are applicable to the Licensee’s breach of contract. In the  event of Licensee's breach of any of its obligations set out in this EULA, Amathan shall be  entitled to terminate this EULA with immediate effect.  

13. LIMITATION OF LIABILITY  

13.1. Amathan expressly disclaims any liability, whether expressed or implied with regard to (i)  defects and errors, which are not related to the Software, but which are related to  external factors, including other software products of the Licensee, (ii) acts or omissions of  the Partners of Amathan (iii) the interaction between the Software and any other  hardware and/or software environment and organization at the Licensee’s location or at  any remote location, including but not limited to hosting or data centers (iv) errors, defects  and inexpediency of third-party’s standard products, delivered by Amathan (v) the  Licensee’s changes and/or modifications in or with the Software, and (vi) compatibility  between the Software and any new version, update etc. of third-party’s software.  

13.2. Amathan shall not in any way be liable for circumstances related to the non-fulfilment of  the Licensee’s duties in respect of this Agreement. In no event shall Amathan be held liable  for any damage resulting from loss of data, loss of profits or goodwill or other  consequential damages. Amathan's liability can under no circumstances exceed the license  fee paid by Licensee under the Agreement excluding any update fee paid in accordance  with clause 6 above.  

14. CHANGES OF THIS AGREEMENT  

14.1. Amathan’s Partner or distributor of the Software may not under any circumstances deviate  from or make changes to these terms and conditions without Amathan’s explicit consent in  writing, which must be made in accordance with the provisions in Amathan’s articles of  association relating to the power to bind Amathan.  

15. VALIDITY  

15.1. If any provision in this Agreement is held to be illegal, invalid or unenforceable, such  provision(s) shall nonetheless be enforced to the fullest extent permitted by applicable  law, so as to reflect the original intent of the parties. Such provision(s) shall not affect the  legality and validity of the other provisions in this Agreement.  

16. GOVERNING LAW AND DISPUTE RESOLUTION  

16.1. This EULA shall be governed and construed by Austrian law, and supersedes all prior and  contemporaneous oral and written proposals and communications respecting the subject  matter hereof. The application of the 1980 United Nations Convention on the Contracts for  the International Sale of Goods (CISG) is excluded. 

16.2. The Parties will use all reasonable efforts to solve any controversy that may arise from this  EULA amicably at senior management levels of both parties. Disputes that cannot be  settled amicably shall be settled at the Vienna Handelsgericht.  

17. INTERPRETATION  

17.1. If any provision of this EULA is held illegal or unenforceable by any court of competent  jurisdiction, such provision shall be deemed separable from the remaining provisions of  this agreement and shall not effect or impair the validity or enforceability of the remaining  provisions of this agreement. End User License Agreement (EULA)