MDSync End User Lisence Agreement

for Microsoft Dynamics Business Central extensions/apps acquired via Microsoft

These license terms (“agreement”) are an agreement between MultiSoft Ltd. (Address: 1115 Budapest, Bartók Béla Str. 105-113, HUNGARY; Company registration number: 01-09-161858; General Manager: Gábor Kelemen) and the End User (either an individual or a legal entity) of our MDSync solution. An amendment or addendum to this EULA may accompany the Product. You agree to be bound by the terms of this EULA by installing or using the Product. Please read these terms carefully. 

1. Introduction

1.1         MultiSoft has developed a Master Data Synchronization solution for Microsoft Dynamics Business Central called MDSync (further on referred to as MDSync).

1.2         MultiSoft is an independent, Hungarian owned enterprise and has a valid contract with Microsoft Hungary for the selling and support of the ERP system Microsoft Dynamics Business Central (further on referred to as BC). Based on the above MultiSoft accepts no responsibility whatsoever for any commitments or contracts of Microsoft, of Microsoft Hungary, or for any Partners thereof.

2. Definitions

  • The term “End User” shall mean any company or individual who has purchased Licenses to use the Product exclusively for their use and benefit. The deployment of the Product from the Microsoft AppSource website shall constitute a purchase for terms of this agreement.
  •  The term “Product” shall be used in this agreement to mean the MultiSoft software applications and programs provided by MultiSoft to the End User or Partner in any form or media, including transmission in electronic form, which includes modifications, corrections, improvements, enhancements, upgrades and updates provided now or later by MultiSoft.
  • The term “Partner” shall be used in this agreement to mean a certified Microsoft Dynamics 365 Reseller who maintains a current and valid agreement with Microsoft for the resale of Microsoft Dynamics 365 and is an authorized reseller of the Product.
  • The term “Related Material” shall mean all of the materials, documentation, and/or media provided with the Product by the Partner or by MultiSoft for use with the Product.
  •  The term “License” or “Licensing” shall mean Product licenses purchased for End User use of the Microsoft Dynamics 365 product or the Product. Licensing comprises Named Users, or Companies. In order to use the Product, Licenses for Microsoft Dynamics 365 Business Central must be obtained from Microsoft through an authorized reseller.
  • The term “Named User” shall mean a licensed individual user of the Product, set up by login identity. Product Licenses for Dynamics 365 provided by Microsoft permit a limited number of Named Users.
  • The term “Company” shall mean the number of legal entities handled in one Dynamics 365 environment.
  •  The term “Additional Functionality” shall mean enhancements to the Product by the Partner, whether End User-specific or for all the Partner’s End Users.
  •  The term “Limited Warranty” shall mean a warranty by MultiSoft that the unmodified Product will perform substantially in accordance with the Related Materials for a period of thirty (30) days from the date of receipt

1. Introduction

3.1        Components of MDSync solution:
3.1.1       Add-On application to extend the functionality of the Base App (BC)

3. Subject of the contract

4.1        By installing, having installed, subscribing to, or using the software, you accept this agreement (including any modifications made to them from time to time). If you do not accept this agreement, do not install, have installed, subscribe to, or use the software. If an individual enters into this agreement on behalf of a legal entity, that individual represents that he or she has the authority to bind that entity to this agreement.

5. Installation and Use Rights

5.1      So long as End-User obtained the Product from MultiSoft or from an authorized Partner through an authorized download from the Microsoft AppSource website, MultiSoft grants a non-exclusive right to use the Product in the manner and for the purposes described in this Agreement, and the Related Materials. The right to use the Product granted to the End-User under this Agreement is conditional upon the timely payment by End-User of all applicable Product licensing and/or subscription fees.
5.2     End-User must purchase or subscribe from a Microsoft partner to MDSync to be able to use the Product.
5.3     MDSync must be licensed per the amount of the contracts in the database. One database might include different companies, but only when these companies are affiliates to each other (at least 51% of the ownership are the same in these companies)
5.4     MultiSoft authenticates the validity of the End-User license periodically. The license method requires online access to the licensing server of MultiSoft. In case of not being able to confirm the validity or not having a valid license, MultiSoft will withdraw or deny
the use right and technically the access or the use of the MDSync functions won’t be accessible.

6. Types of licenses

6.1      Perpetual MDSync database license: MDSync can be purchased from MultiSoft. Upon purchase of MDSync the 1st year of Enhancement Plan is obligatory.
6.2      MDSync contract-based subscription access license: MDSync can be licensed with subscriptions access license based on the number of the contracts registered in the database.
6.3      MDSync database license subscription: MDSync can be licensed with database subscriptions. In this case every BC database or tenant needs to have a MDSync database license, so they can have unlimited number of contracts.

7. Terms specific to our license model

7.1       End-User rights to use the software are permanent but may be revoked if you do not comply with the terms of this agreement.

8. Consent to Use of Data

8.1      End-Users agree that MultiSoft may collect and use technical information gathered as part of the product support services provided to End-User, if any, related to the Product. MultiSoft may use this information solely to improve its products or to provide services or technologies to You and will not disclose this information in a form that personally identifies you.

9. Links to Third-Party Sites

9.1      MultiSoft is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. MultiSoft is providing these links and access to third party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by MultiSoft of the third-party site or service.

10. Additional Product /Services

10.1     This EULA applies to updates, supplements, add-on components, or Internet-based services components of the Product that MultiSoft may provide to you or make available to you after the date you deployed the Product from the Microsoft AppSource website.

11. Upgrades

11.1     To upgrade the Product to future versions, you must first be licensed for the Product identified by MultiSoft Ltd. as eligible for the upgrade.

12. Export Restrictions

12.1     You acknowledge that the Product is subject to geographical restrictions imposed on the Dynamics 365 Business Central product by Microsoft.

13. Product Transfer

13.1     The Product may not be transferred to another legal entity, whether an individual or a
single entity. Use by multiple end users under one Dynamics 365 license is restricted by
Microsoft licensing guidelines.

14. Termination

14.1     Without prejudice to any other rights, MultiSoft Ltd. may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such an event, you must uninstall the Product from your Dynamics 365 database (environment).

15. Copyright

15.1    MDSync is protected under copyright; copyright will remain with MultiSoft. Copyright
notices, serial numbers and other means of identification of MDSync may not be changed
or removed by the End User.

16. Limited Warranty

16.1      If End-User follows the instructions, the software will perform substantially as described in the related materials that you receive in or with the software.

17. Disclaimer of Warranties, Limitation of Liability

17.1     MultiSoft Ltd. does not guarantee, represent or warrant that your use of its Product will be uninterrupted, timely, secure or error-free. MultiSoft Ltd. does not warrant that the results that may be obtained from the use of the Product will be accurate or reliable.
17.2     You agree that from time to time we may remove the Product for indefinite periods of time or cancel the Product at any time, without notice to you. You expressly agree that your use of, or inability to use, the Product is at your sole risk. The Product delivered to You is (except as expressly stated by MultiSoft Ltd.) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and noninfringement. In no case shall MultiSoft, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Product, or for any other claim related in any way to your use of the Product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Product, transmitted, or otherwise made  available via the service, even if advised of their possibility. 

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, MultiSoft’s liability shall be limited to the maximum extent permitted by law.

18. Indemnification

18.1      You agree to indemnify, defend and hold harmless MultiSoft, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of this EULA or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

19. Severability

19.1      In the event that any provision of this EULA is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this EULA, such determination shall not affect the validity and enforceability of any other remaining provisions.

20. Governing Law

20.1     This EULA and any separate agreements whereby MultiSoft provides you Products shall be governed by and construed in accordance with Hungarian law. The place of jurisdiction is Budapest (Hungary).

21. Changes to EULA

21.1      You can review the most current version of the EULA at any time on this page. MultiSoft LTD. reserves the right, at its sole discretion, to update, change or replace any part of this EULA by posting updates and changes to this website. It is your responsibility to check this website periodically for changes. Your continued use of or access to this website or the Product following the posting of any changes to this EULA constitutes acceptance of those changes.

Date last updated: 09 April 2020.