NAV-X Software License Agreement

These license terms are an agreement between NAV-X, LLC (a limited liability company) and you (“you”). Please read them. They apply to the NAV-X software and agiles software, which includes the media on which you received it, if any. The terms also apply to any NAV-X and agiles

  • Objects, Granules, Extensions (designed for Microsoft Dynamics NAV, or Microsoft Dynamics 365 for Financials)
  • Updates,
  • Supplements,
  • Internet-based services,
  • and support services

for this software, unless other terms accompany those items. If so, those terms apply. These license terms supersede the license terms embedded in the software.

PLEASE READ THE TERMS CAREFULLY BEFORE INSTALLING THIS SOFTWARE (WHICH MAY BE AN EXTENSION, GRANULE, OR AN APPSOURCE APPLICATION). BY INSTALLING YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU REPRESENT AND WARRANT TO NAV-X THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT FOR YOUR ORGANIZATION.

By installing, having installed, or using the software, you accept these terms. If you do not accept them, do not install, have installed or use the software. By installing NAV-X and/or agiles software binds you to the terms of this License Agreement, whether or not you install, have installed or use the software.

If you comply with these license terms, you have the rights below.

1. Overview

  1. Software. The software may include
    • server software;
    • client software that can be installed on devices and used with the server software;
    • extensions (developed for Microsoft Dynamics NAV or Microsoft Dynamics 365 for Financials);
    • additional components that may be separately licensed;
    • and any fixes, patches, or updates for the software.
  2. License Model.The software is licensed based on
    • the number of copies of system databases that you install;
    • the number of your users or devices that access the system database;
    • and additional components you license.

2. Definitions

  • “you” or “your” means the legal entity that has agreed to these license terms and your affiliates;
  • “Affiliate” means any legal entity that owns, is owned by, or that is under common ownership with a party;
  • “ownership” means more than 50% ownership;
  • “client software” means the software that allows a single personal computer, workstation, terminal, handheld computer, personal digital assistant, or other electronic device (“device or devices”) to access or use the server software or to use certain aspects of the server software when disconnected from the server;
  • “server software” means the software that provides services or functionality on your server (your computers capable of running the server software are “servers”);
  • “system database” means the underlying database that controls your users and financial reporting units;
  • “Light User” means a named user who accesses your system database indirectly for purposes of using a limited set of services or functionality.
  • “Limited device” means a single-purpose device, used by any user, to access your system database indirectly for either capturing or displaying data;
  • “business process outsourcing” means the contracting of a specific critical or non-critical business task, function or process to a third-party service provider, where (i) the services provided include direct or indirect access to the software, and (ii) the software license is not obtained directly from NAV-X; and
  • “partner” means the partner that has signed a partner agreement with NAV-X authorizing the partner to market and distribute the software.

3. Installation and Use Rights

  1. Server Software. You may install an unlimited number of copies of the server software to access your system database. However, you may only use the number of copies that your license key permits. You may not duplicate license keys without NAV-X’s prior written consent.
  2. Client Software. You may install an unlimited number of copies of the client software. However, you may use the client software only with the server software.
  3. Additional Components. You may install an unlimited number of copies of the additional components you have licensed for your system database. You must obtain a separate license for each system database if you wish to install an additional component for multiple system databases. You may not duplicate license keys without NAV-X’s express written consent.

4. Additional Licensing Requirements and/or use rights

  1. User Licenses. In addition to the server software license, you must acquire user licenses for the total number of users that access the system database directly or indirectly. User licenses are specific to a system database and may not be used with or shared among different system databases. You may license concurrent users, named users, device CALs or the external connector depending on the type of access to the system database that the user requires. For users that are your or your affiliates’ employees, contractors or agents, you must license concurrent users, named users and/or device CALs. For all other access to the system database, including access where no individual users are involved, you must license the external connector, concurrent users, named users or device CALs. The types of user licenses are,
    • “Concurrent users” are licenses that allow any individual to access the system database. The number of concurrent users licensed refers to the maximum number of individuals that may access the system database simultaneously;
    • “Named users” are licenses that are specific to individual users and may not be shared among individual users.
      • You may select the Light User, ESS User, or Dynamics 365 users as named user types. If you select the ESS User, your use of this named user license is subject to those restrictions listed in the ESS User definition. You may permanently reassign your named user from one user to another;
    • “Device Client Access Licenses” or “Device CAL” are licenses that permit one point of sale device or limited device, used by any user, to access the system database indirectly. You may permanently reassign your device CAL from one device to another, as long as the new device complies with the limitations applicable to POS devices or limited devices, respectively; and
    • “External connector” is a license that allows any third party user to access a single system database.
    • “Third party users” are any concurrent user or named user that is not your or your affiliates’ employees, contractors or agents.
    • Your license and rights to use the software are limited to the actual product, the number of concurrent users, the platform (operating system), the version, and the parts of the software that you paid a license fee for. The License Grant includes access to copyrighted property for which NAV-X has paid a licensing fee. You are expressly prohibited from disassembling the Program into its component parts without first obtaining your own license for access to the component(s) for which you wish to gain access outside of the Program. You may not reverse engineer the software or documentation that accompanies the software. You may not attempt to transform any software that is delivered in object code only into source code.
  2. Multiplexing (sometimes referred to as “multiplexing” or “pooling”). Hardware or software you use to
    • pool connections,
    • reroute information,
    • reduce the number of devices or users that directly access or use the software, or
    • reduce the number of devices or users the software directly manages, does not reduce the number of licenses you need.
  3. External Connector Licenses. You must assign each external connector license you acquire to a system database. Each external connector license assigned to a system database permits any number of third party users to access that system database. You do not need concurrent, named user or device CAL licenses for those users. You may not use the external connector for business process outsourcing purposes. However, you may use the software to provide business process outsourcing services to unaffiliated third parties provided that they do not access the software or system database.
  4. Third Party Hosting. You may have a third party host the software on your behalf solely for access by you and your affiliates. You may not permit your third party hosting vendor to allow access to the software by unaffiliated third parties except as otherwise allowed through an external connector license. Your third party hosting vendor must agree to be bound by these terms.
  5. License Grant for Templates. You may copy and use templates provided with the software and identified for such use in documents and projects that you create. You may distribute those documents and projects non-commercially.
  6. Modification Disclaimer. You may modify the software only as necessary to use it for your internal business purposes if you received it in source code form and you or any third party acting on your behalf have licensed tools from NAV-X that allow you or that third party acting on your behalf to modify the source code. You agree that NAV-X is not responsible for any problems that result from modifications made by you, a partner, or any other third party acting on your behalf, or any problems that are caused by third party hardware or software. NAV-X does not, and will not have any obligation to, provide technical or other support for any modifications made by you, a partner or any other third party. NAV-X does not make any representation, endorsement, guaranty or assurance of the suitability of the software for your business, the suitability of the partner or any other third party to create modifications or to implement the modifications or the software, or that any modification created, implemented, supported and/or serviced by, for or on behalf of you or any third party will meet your business needs or operate successfully with the software. NAV-X and its partners are independent entities and NAV-X is not liable for nor bound by any acts of such business partners.
  7. Additional Functionality. NAV-X may provide additional functionality for the software. Other license terms and fees may apply.
  8. Complex Software. The software is complex computer software. Its performance will vary depending on your hardware platform, software interactions, the configuration of the software and other factors. The software is neither fault tolerant nor free from errors, conflicts or interruptions.
  9. 5. Internet-based services

    NAV-X may at its sole option provide Internet-based services with the software. NAV-X may change or cancel them at any time.

    1. Consent for Internet-Based Services. Certain features in the software may connect to NAV-X or third party service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them. For more information about these features, see the software documentation. By using these features, you consent to the transmission of this information. NAV-X will not use the information to identify or contact you.
    2. Computer Information. Certain features in the software may use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser, name and version of the software you are using, and the language code of the device where you installed the software. NAV-X uses this information to make the Internet-based services available to you. Some of these features may include, but may not be limited to, Web Content Features. Web Content Features in the software may retrieve related content from NAV-X and provide it to you. To provide the content, these features may send to NAV-X the type of operating system, name and version of the software you are using, type of browser and language code of the device where you installed the software. Examples of these features are clip art, templates, online training, online assistance and online help. You may choose not to use these Web Content Features.
    3. Use of Information. NAV-X may use device information, error reports, and malware reports to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with NAVX software.
    4. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

    6. Benchmark testing

    You must obtain NAV-X’s prior written approval to disclose to a third party the results of any benchmark test of the software.

    7. Scope of License

    The software is licensed, not sold. This agreement only gives you some rights to use the software. NAV-X reserves all other rights. Unless applicable law or a separate written contract with NAV-X gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes. You may not

    • work around any technical limitations in the software;
    • reverse engineer, decompile or disassemble the software or related documentation, except and only to the extent that applicable law expressly permits, despite this limitation;
    • make more copies of the software or related documentation than specified in this agreement or allowed by applicable law, despite this limitation;
    • publish the software or related documentation for others to copy, or disclose the contents of the software or related documentation to others, except as explicitly licensed;
    • rent, lease or lend the software; or
    • use the software for commercial software hosting services

    The License Grant includes access to copyrighted property for which NAV-X LLC has paid a licensing fee. You are expressly prohibited from dis-assembling the NAV-X software program in to its component parts without first obtaining your own license for access to the component(s) for which you wish to gain access outside of the NAV-X software program.

    Your rights to use the software are perpetual but may be revoked if you or your affiliates do not comply with the terms of this agreement. Rights to access the server software do not give you any right to implement NAV-X patents or other NAV-X intellectual property in software or devices that access the server. If you become aware of any breach of the limitations in this paragraph 7 or an unlicensed use, you covenant to promptly (a) take all reasonable actions to stop the breach; (b) notify NAV-X of the breach and (c) cooperate with NAV-X to stop and remedy the breach. You agree to treat the software and related documentation as confidential information. You acknowledge the software and related documentation contains copyrighted expression and trade secrets.

    8. Backup copy

    You may 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. Your backup copies may be hosted by a third party on your behalf.

    9. Fail-over rights

    You may run a single passive fail-over instance of your system database for temporary support.

    10. License transfer

    You may not transfer the software, related documentation or your rights to a third party without NAV-X’s prior written consent. If permitted, there may be additional charges for transferring the software to a third party.

    11. Documentation

    Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.

    12. Downgrade

    Instead of installing the software, you may install and use an earlier version. This agreement applies to your use of the earlier version. If the earlier version includes different components, any terms for those components in the agreement that comes with the earlier version apply to your use of them. NAV-X is not obligated to supply earlier versions to you. At any time, you may replace an earlier version with this version of the software.

    13. Export restrictions

    The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.

    14. Support Services

    Your primary support will come from your authorized NAV-X reseller.

    15. Entire Agreement

    This License Agreement, any associated order form; terms for supplements, updates, Internet-based services, support services; and the attached Limited Warranty constitute the entire agreement between the parties. NAV-X and you each warrant to the other that NAV-X and you did not rely on any promise, representation, warranty or other inducement, except those contained in writing in this License Agreement, any associated order from, and the attached Limited Warranty. This License Agreement, any associated order from and the attached Limited Warranty may be modified or amended only by a writing signed by you and NAV-X. The previous sentence may not be verbally waived.

    16. Applicable law

    1. United States. If you acquired the software in the United States, New Jersey state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you are located govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.
    2. Outside the United States. If you acquired the software in any other country, the laws of that country apply.
    3. Attorneys’ Fees and Costs.If you or NAV-X files a lawsuit, brings an action or otherwise pursues a claim against the other in connection with or arising out of this agreement or the software, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses (including any appeal).

    17. Legal Effect

    This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

    18. Defense of infringement and misappropriation claims

    NAV-X will defend you against any claims made by an unaffiliated third party that the software infringes its patent, copyright or trademark or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which NAV-X consents).

    You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and NAV-X will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the TRIPs agreement.

    Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) your use of the software after NAV-X notifies you to discontinue use due to such a claim; (ii) your combining the software with a non- NAV-X product, data or business process including third party add-ons or programs; (iii) damages attributable to the value of the use of a non-NAV-X product, data or business process; (iv) your altering or modifying the software, including any modifications by third parties; (v) your distribution of the software to, or its use for the benefit of, any third party; (vi) your use of NAV-X trademark(s) without express written consent to do so; or (vii) for any trade secret claim, your acquiring a trade secret (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person (other than NAV-X or its affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. You will reimburse us for any costs or damages that result from these actions.

    If NAV-X receives information concerning an infringement or misappropriation claim related to the software, NAV-X may, at its expense and without obligation to do so, either (i) procure for you the right to continue to run the software, or (ii) modify the software or replace it with a functional equivalent, to make it non-infringing, in which case you will stop running the software immediately. If, as a result of an infringement or misappropriation claim, your use of the software is enjoined by a court of competent jurisdiction, NAV-X will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid and terminate this license.

    If any other type of third party claim is brought against you regarding NAV-X’s intellectual property, you must notify us promptly in writing. NAV-X may, at its option, choose to treat these claims as being covered by this section. This Section 20 provides your exclusive remedy for third party infringement and trade secret misappropriation claims.

    19. Limitation on and exclusion of damages

    You can recover from NAV-X and its suppliers only direct damages up to the amount you paid for the software except for claims covered by Section 20. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages.

    This limitation applies to

    • anything related to the: (i) software, (ii) services, (iii) content (including code) on any third party Internet sites, or (iv) third party programs; and
    • claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, loss of data, damage to records or data, loss of goodwill, loss as a consequence of a business interruption or any other tort to the extent permitted by applicable law.
    • all other claims, whether based on statute, equity or otherwise. It also applies even if
      • repair, replacement or a refund for the software does not fully compensate you for any losses; or
      • NAV-X knew or should have known about the possibility of the damages.
    • any warranty or remedy fails of its essential purpose.

    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

    20. Verifying compliance

    1. Right to verify compliance. You are required to keep records (including proof of purchase) relating to the software you and your affiliates use under this agreement. NAV-X has the right to verify compliance with this agreement, at NAV-X’s expense. You agree to provide reasonable cooperation in the event of a compliance audit. You grant your consent to allow access to the usage information captured by the system database as a tool in conducting the audit if NAV-X requests it.
    2. Verification process and limitations. To verify compliance, NAV-X has incorporated into the software the ability to validate named users and user counts against the Microsoft Dynamics NAV and Microsoft Dynamics 365 for Financials license under the current confidentiality obligation. You are allowing NAV-X to periodically activate this validation process and provide this information back to NAV-X, LLC. As an alternative, NAV-X can require you to complete NAV-X’s self-audit questionnaire relating to the software you and any of your affiliates use under this agreement, but reserves the right to use a verification process as set out above.
      NAV-X will use the information obtained in compliance verification only to enforce NAV-X’s rights and to determine whether you are in compliance with the terms of this agreement. By invoking the rights and procedures described above, NAV-X does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.
    3. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use, you will be invoiced for additional user licenses that are required to match either the concurrent user or named user license count to sufficiently license to cover your use. As a result of this license verification process you agree to the payment terms and amounts presented in that invoice. You are responsible to pay promptly your invoice to keep your software license valid. Failure to pay the invoice (as a result of the software validation process) will put you in breach of this agreement. If material unlicensed use is found, you must reimburse NAV-X for the costs NAV-X has incurred in verification and acquire the necessary additional licenses at single retail license cost within 15 days.

     

    Limited Warranty

      1. LIMITED WARRANTY. The software will perform substantially as described in the electronic help files NAV-X and agiles provides with the software.
      2. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. The limited warranty covers the software for one year after acquired by you. If you receive supplements, updates, or replacement software during that year, they will be covered for the remainder of the warranty or 30 days, whichever is longer.

    To the extent permitted by law, any implied warranties, guarantees or conditions last only during the term of the limited warranty. Some jurisdictions do not allow limitations on how long an implied warranty, guarantee or condition lasts, so these limitations may not apply to you.

  10. EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts (or failures to act) of others, including but not limited to, modifications or implementations made by you, a partner, or any other third party acting on your behalf, or events beyond NAV-X’s reasonable control.
  11. REMEDY FOR BREACH OF WARRANTY. NAV-X and agiles will repair or replace the software at no charge. If NAV-X and agiles cannot repair or replace it, NAV-X will refund up to the amount your partner paid for the software to NAV-X. It will also repair or replace supplements, updates and replacement software at no charge. If NAV-X and agiles cannot repair or replace them, it will refund up to the amount NAV-X charged for them, if any. You must uninstall the software and return any media and other associated materials to NAV-X with proof of purchase to obtain a refund. These are your only remedies for breach of the limited warranty.
  12. CONSUMER RIGHTS NOT AFFECTED. You may have additional consumer rights under your local laws, which this agreement cannot change.
  13. WARRANTY PROCEDURES. You need proof of purchase for warranty service, if the licenses you claim covered by the warranty are not reflected in NAV-X’s internal records. To make a claim under this warranty, you should contact your partner. If your partner is unable to assist you, please contact NAV-X at:
    • support@nav-x.com
    • NAV-X Customer Service and Support, 670 North Beers Street, Building 4, 2nd floor, Holmdel, NJ 07733
  14. NO OTHER WARRANTIES. The limited warranty is the only direct warranty from NAV-X. NAV-X and agiles gives no other express warranties, guarantees or conditions. Where allowed by your local laws, NAV-X excludes implied warranties of merchantability, fitness for a particular purpose and non-infringement. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.
  15. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. The Limitation on and Exclusion of Damages clause above applies to breaches of this limited warranty.

This warranty gives you specific legal rights, and you may also have other rights which vary from state to state or country to country.