This End-User License Agreement (“EULA”) is a binding agreement between you (“Licensee”) and Associates365 Corp. (“Associates365”) regarding the Dotdigital Connector application (“App”) for Microsoft Dynamics 365 Business Central (“Microsoft Dynamics”).
1. GRANT OF LICENSE
1.1. Associates365 grants you a non-transferable, non-exclusive right to use the App on the terms and conditions set forth in this EULA.
1.2. Use of the App signifies your acceptance of this EULA. By installing, subscribing to, or using the App, you acknowledge you have read and understood the terms and agree to be bound by them.
1.3. This license includes:
The latest version of the App at the time of Agreement signing.
A mandatory maintenance subscription granting access and right to use new App versions in exchange for continuous payments.
1.4. This license applies only to the App itself and does not cover any required Microsoft licenses. You are responsible for acquiring licenses for Microsoft products separately or through an agreement with Associates365.
2. SCOPE OF USE
2.1. You are granted the right to use the App under this EULA for the following users:
Internal users employed by you as part of your work.
External users, including consultants, but only for work done with your data and on your behalf.
2.2. You are liable for any external users who access the App under Section 2.1.b of this EULA.
2.3. Installing, subscribing to, or using the App signifies your acceptance of these terms, including any amendments made at any time. If you do not accept the terms, you may not install, subscribe to, or use the App.
2.4. License Model:
Subscription License Model: Grants a license per legal entity (per Microsoft ID) for a limited period defined in your agreement with your partner. The App can be installed locally or hosted by a third party on your behalf (“Subscription License Model”). This model is user-independent, allowing an unlimited number of users to use the license within a limited period.
If your license expires or terminates, your right to use the App ceases immediately. Continued use may result in liability for intellectual property breaches, leading to substantial lawsuits or damage claims.
3. UPDATES AND SUPPORT
3.1. Maintaining a license requires a software subscription. Extending the license scope requires a corresponding extension to the software subscription. The subscription price is stated in the Agreement and is subject to annual adjustments. License discontinuation occurs upon payment defaults or subscription cancellation.
3.2. A software subscription entitles you to receive and install App updates, including bug fixes, new features, legal and accounting adaptations, etc. You are entitled to use updates as they are released under this EULA.
3.3. You are responsible for installing and implementing updates. Associates365 can assist for a fee based on time spent.
3.4. Software subscriptions do not include consulting assistance, error recovery, or support. A separate agreement is required for these services.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. Associates365 holds the copyrights and other intellectual property rights to the App. The App falls under copyright law and international intellectual property conventions.
4.2. Due to Associates365’s intellectual property rights, you may only use the App under the terms described herein. You may not donate, lend, loan, lease, sell, pawn, or otherwise assign the App or its rights. You may not allow third-party use or disposal of the App unless it fully complies with Section 2.1.b.
4.3. You may not remove any branding, company names, copyright notices, or other indications of the App or its creators.
4.4. Any disregard for Associates365’s intellectual property rights, including reckless handling that enables violations by third parties, is considered a material EULA breach. This entitles Associates365 to immediate license termination (cf. Section 10.1).
5. REVERSE ENGINEERING
5.1. You may not reverse engineer (convert the App from object to source code), disassemble, or decompile the App unless explicitly permitted by law and only after informing Associates365.
6. LIMITED WARRANTY
6.1. Associates365’s liability for defects, including any repair obligations, ceases if the defect is not claimed within 6 months of delivery.
6.2. If, within 6 months of receipt, you prove the App malfunctions according to the user documentation and the deviation is a significant defect (i.e., hindering core business functions due to the defect), Associates365 may, at its discretion:
Provide a new App version free of charge.
Fix the App defect free of charge.
Refund the license fee you paid for the affected App portion, minus the value you gained from using the App during that period.
Refund the entire license fee for the relevant period and revoke the EULA entirely.
6.3. Associates365’s performance under Section 6.1 constitutes its sole obligation to you regarding App defects. You may not make any further claims regarding defects.
7. DISCLAIMER AND LIMITATION OF LIABILITY
7.1. Under no circumstances is Associates365 liable for indirect or consequential losses, regardless of the situation.
7.2. Associates365 disclaims any liability for lost profits, data loss, registration or data damage, or any other indirect, specific, documented, accidental, or consequential losses arising from or related to your App use. Associates365’s product liability is limited to applicable law at any given time.
7.3. Associates365’s overall liability for loss or damage due to or related to this EULA or App use is, under all circumstances, limited to the license fee you actually paid for the App in the last 12 months before a justified complaint is submitted.
8. FORCE MAJEURE
8.1. Associates365 is not liable for any circumstances beyond its control that were not reasonably considered, avoided, or overcome at the time the Agreement was signed.
8.2. Unforeseen breakdowns, delayed or missing deliveries, strikes, lockouts, transportation issues, government restrictions, and similar circumstances release Associates365 from liability.
9. BREACH
9.1. Associates365 may terminate this EULA, including the software subscription, with immediate effect upon your material breach.
9.2. You may immediately terminate this EULA if Associates365 commits a material breach of its obligations under this EULA.
9.3. Termination applies to the future. No refunds will be issued upon termination.
10. TERM AND TERMINATION
10.1. The license and software subscription apply for a 12-month period and are invoiced in advance. The period automatically renews for another 12 months unless you provide written termination notice with at least 1 month’s notice before the end of the period.
10.2. Associates365 may terminate the EULA with 12 months’ notice.
10.3. Notwithstanding Section 10.2, Associates365 may terminate the software subscription with 6 months’ notice if it ceases developing and offering updates.
11. LICENSE EXPIRATION
11.1. Upon EULA expiration, regardless of the reason, you must immediately and without compensation uninstall the App and destroy all copies.
12.1. Upon contracting the EULA, you must pay Associates365 the software subscription fee for a 12-month period. If the license is not terminated (cf. Section 12), you will be invoiced approximately 1 month before the expiration for the upcoming 12-month period.
13.1. All disputes arising from this license agreement are governed by Danish law without regard for the principles of governing law. Unless otherwise agreed by the parties, disputes will be settled by the Copenhagen City Court.
13.2. Section 13.1 does not prevent Associates365 from seeking or obtaining an injunction or othe r extraordinary legal remedy from competent courts.
14. PRIVACY POLICY
Please refer to the separate Associates365 Privacy Policy available on the associates-365.com for information on how we collect, use, and disclose personal information from users of our website and Apps.
15. ENTIRE AGREEMENT
This EULA constitutes the entire agreement between you and Associates365 regarding the App and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
16. AMENDMENTS
Associates365 may amend this EULA at any time by posting the amended terms on the AppSource listing or by notifying you by email. Your continued use of the App after any amendment constitutes your acceptance of the amended EULA.
17. NO WAIVER
Associates365’s failure to enforce any provision of this EULA is not considered a waiver of such provision or any other provision.
18. SEVERABILITY
If any provision of this EULA is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
19. NOTICES
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by email to the addresses set forth below.
If to you: Attn: [Your Name] [Your Address] [Your Email Address]
If to Associates365: Attn: Legal Department Associates365 Corp. [Associates365 Address] [Associates365 Email Address]
20. GOVERNING LAW
This EULA shall be governed by and construed in accordance with the laws of Denmark.
21. ASSIGNMENT
You may not assign your rights or obligations hereunder without the prior written consent of Associates365. Associates365 may assign its rights and obligations hereunder to any third party without your prior written consent.
22. CONTACT US
If you have any questions about this EULA, please contact Associates365 at info@associates365.com or visit associates-365.com
BY USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.