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SaaS License Agreement

This License Agreement is between NaviPro AB and the person that subscribes to the Software Product.

This agreement gives the user the right to access and use NaviPro’s Software Product that are subscribed to from NaviPro. NaviPro will charge according to the subscription plan of the Software Product. NaviPro is willing to grant a user the right to access and use the Software Product only if the user accepts all of the terms of this agreement, and pays or has paid NaviPro, the full subscription price for use of the license to which the user has subscribed.

These NaviPro SaaS, Software as a Service, License Terms ("SaaS Terms") forms the basis for the License Agreement ("License Agreement") governing a NaviPro Software as a Service Product, (hereafter the "Software Product"), supplied to you by NaviPro.

The overall License Agreement consists of;

SaaS License Terms
The Microsoft Customer Agreement for Microsoft Online Services (if applicable, i.e. if you are enrolled for Microsoft Online Services).
The Order Form
Other terms and conditions agreed to between Partner and you (if applicable).

Please read through these License Terms carefully before continuing registration.

By clicking the "I accept" button or otherwise accepting these terms, you agree to follow and be bound by these terms. By installing, having installed, or using the Software Product and service, you accept these terms. If you do not accept them, do not install, have installed or use the Software. If you comply with these terms, you have the rights below.

If an individual enters into this agreement on behalf of a company or other legal entity, that individual represents that he or she has the authority to bind that entity to this agreement.

1. SCOPE

NaviPro holds and controls certain software programs entitled the "Software Product". The Software Product includes proprietary rights in certain valuable trade names, trademarks and computer programs. The methods, ideas, know-how and procedure of NaviPro are a substantial, secret, defined and important part of NaviPro and its operation. In accordance with certain agreements with Microsoft, NaviPro has obtained the right to sell certain Software Products through the Microsoft Cloud Solution Provider Program ("CSP") on a subscription-basis according to the Software as a Service licensing and delivery model ("SaaS"). Other Software Products may also be sold as SaaS but not through the Microsoft CSP. These terms apply to all Software Products developed by NaviPro and sold as SaaS.

2. DEFINITIONS

Terms defined in this Article 2, and parenthetically elsewhere, shall throughout this Agreement have the meanings here and there provided. Defined terms may be used in the singular or plural. The words below are agreed to mean as follows:

"Agreement" shall mean these SaaS terms, including any and all Addendums made thereto (existing at the signing date or later created), which form an integral part of the Customer Agreement.
"Bill-of-Sale" shall mean the invoice or final order confirmation confirming finalization of your Order Form and defining the Term of the Subscription.
"Customer" shall mean You, a customer of NaviPro who has entered into this Agreement to use the Software Product for its own use.
"Customer Data" means data, including all text, sound, video, or image files, and software, that are provided to NaviPro and/or Microsoft by You or on your behalf while using the Software Product.
"Order Form" shall mean a form provided by NaviPro on which you place and order of the Software Product to NaviPro. Orders are not binding until accepted by NaviPro.
"Partner of Record" means a specific Microsoft partner supplying Microsoft software products, as designated.
"Software Product" and "Software Product and service" shall mean one or more of NaviPro's software solutions provided under this agreement as a service (SaaS). The specific Software Product may be specified in a separate agreement between you and NaviPro.
"Subscription" means the right to use the Software Product as a service on a term basis, for one or more Units.
"Term" means the duration of a Subscription (e.g. 30 days or 12 months).
"Units" means a metric for a particular subscription license (e.g. licensed user seats, devices).
"You" shall mean the legal entity who has entered into this agreement.

3. USAGE RIGHTS AND LIMITATIONS

Upon NaviPro's acceptance of your Order Form and for the duration of the term defined on your Bill-of-Sale, you have the nonexclusive, non-assignable, royalty free, worldwide limited right to use the services solely for your internal business operations and subject to the terms of this Agreement and the Order Form. You may allow your users to use the services for this purpose and you are responsible for your users' compliance.

The Software Product is sold to you as a Service on a fixed-term basis. These terms only give you some rights to use the Software Product for its intended purposes. NaviPro and its suppliers reserve all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in the Agreement. In doing so you must comply with any technical limitations in the software that only allow you to use it in certain ways. The Agreement does not grant you any rights to copy, modify, decompile or distribute the Software Product.

Ownership and restrictions

You retain all ownership and intellectual property rights in and to your data. NaviPro retains all ownership and intellectual property rights to the Software Product and the services.

If the Software Product is an add-on for Microsoft Dynamics 365, then you must purchase Microsoft Dynamics 365 from a Partner of Record for the Microsoft Dynamics 365 portion of the solution.

If the Software Product is an add-on to a perpetually-licensed NaviPro Software Product, the perpetual license must be on an active Enhancement Plan.

4. INTELLECTUAL PROPERTY RIGHTS – INFRINGEMENT

All present intellectual property rights including copyright and industrial rights in the Software Product and/or accompanying material are the sole property of NaviPro and/or its suppliers. This Agreement does not in any way purport to transfer any such rights to you in any respect.

You shall notify NaviPro as soon as practicable after you become aware of: (i) any actual, threatened or suspected infringement of any intellectual property (including know-how) in respect of the Software Product, any related material or of any breach of confidence relating to any of the foregoing; (ii) any claim brought against you alleging that its use of the Software Product, any related material any intellectual property or other rights belonging to or alleged to belong to the claimant.

5. PRODUCT SUPPORT

For the Software Product Anyware Retail, NaviPro makes web-/email- or phone- based support available and is your point of contact and reference in respect of queries, complaints and technical support. Support is available via the URL: https://www.navipro.se/support-eng/

Support Services

NaviPro will provide support services including but not limited to: account set-up; sign up, accounts and billing; "how to" articles and FAQs; service and software updates; software configuration; performance issues within NaviPro’s span of control; client connectivity and client desktop; and service availability issues within NaviPro’s span of control.

Support hours and incident response time

NaviPro's support specialists operate between the office hours of 8:00 to 17:00 GMT, Monday-Friday, excluding public holidays in Sweden.

Costs of Additional Support and Services

Customer may request and NaviPro may offer additional support and/or services, through a separate Service Agreement. NaviPro will then estimate the work needed, its costs and fees and time plan and respond with an offer to Customer if NaviPro deems, at its sole discretion.

6. MAINTENANCE TIME AND SLA

Depending on the specific Software Product and service provided under this agreement, NaviPro may provide the service and/or host Customer Data in the cloud computing platform Microsoft Azure. It is expressly stated that NaviPro is not responsible for downtime or other interruptions in the service relating to Microsoft Azure and/or otherwise out of NaviPro's reasonable control.

Microsoft may make certain service level commitments, i.e. uptime guarantees and downtime credit policies in Microsoft's SLA for individual Azure services, which can be accessed under the URL: https://azure.microsoft.com/en-us/support/legal/sla/

7. CUSTOMER DATA

Use of Customer Data

Customer Data will be used only to provide you the Software Product and services including purposes compatible with providing those services. NaviPro will not use the Customer Data or derive information from it for any advertising or similar commercial purposes. You retain all right, title and interest in the Customer Data. NaviPro acquires no rights in Customer Data, other than the rights required by NaviPro to provide the Software Product and services.

Disclosure of Customer Data

NaviPro will not disclose Customer Data outside of NaviPro or its controlled subsidiaries and affiliates except (1) as Customer directs, (2) as described in these SaaS terms, or (3) as required by law.

Customer Responsibilities

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriate and ownership of all of your data. You agree to provide any notices and obtain any consents related to your use and NaviPro's provision of the Software Product and services, including those related to the collection, use, processing, transfer and disclosure of personal information.

You agree to provide notification to the individual users of the Software Product that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities, and agree to obtain the users consent for the same.

Customer Data Retention and Extraction

At all times during the Term of your subscription, you will have the ability to access and extract Customer Data. Except for free trials, NaviPro will retain Customer Data in a limited function account for 90 days after expiration or termination of your Subscription so that you may extract the data. After the 90-day retention period ends, NaviPro and/or Microsoft will delete the Customer Data.

8. LIMITED WARRANTY AND LIABILITY – DISCLAIMER

NaviPro confirms and warrants that it is the owner of and/or controls all intellectual property rights and any other rights to the Software Product necessary to perform and administer this Agreement.

Limited Warranty

The Software Product is provided "as is" with all faults and, to the fullest extent permitted by law, NaviPro makes no other warranties or representations than described above and accepts no other conditions in relation to the Software Product. NaviPro does not give any further representation, warranty or undertaking as to the effectiveness, performance, quality, merchantability, durability or fitness for any purpose of the Software Product or any related material or documentation or services, or that the Software Product, or any related material or documentation or services supplied by NaviPro is free from any defect or error.

Limited Liability

To the maximum extent permitted by law, NaviPro (and/or its suppliers) is in no way liable to you by reason of any representation or the breach of any implied condition, warranty or other term or any duty under any law or statues, or under any express term of this Agreement, for any direct or indirect loss, damages, costs, expenses or other claim for compensation whatsoever (including without limitation, consequential, special or incidental damages, damages for lost profits or revenues, business interruption, or loss of business information), whether occasioned by the negligence of NaviPro, its servants or agents or otherwise, which arises out of or in connection with this Agreement, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable.

9. SUBSCRIPTION RENEWAL, TERM AND TERMINATION

Your Subscription shall commence on the date indicated in your Bill-of-Sale, once your Order Form has been accepted by NaviPro. The Subscription duration is for a limited Term. The Term of the subscription renews automatically unless terminated. During that Term, NaviPro may invoice you in regular increments by sending an invoice to a single individual or email address designated by you. NaviPro may charge the subscription fee to a credit card designated by you. These SaaS Customer Terms apply to you during the Term.

Renewal of monthly subscription will be automatic until the user communicates in writing the desire to terminate the subscription. Otherwise, you agree to pay renewal charges. Uninstalling the app will not terminate the subscription. The subscription fee is paid at the end of each billing period and can be paid with all methods offered by the subscription billing partner recurrently. Subscription fee is based on the maximum number of users during the billing period. The fee may be subject to change. Details about the fee, and contact details for how to adjust the number of users and terminate the service are found on: https://www.navipro.se/losningar/anywareretail-eng/

At this time, subscriptions that are cancelled will not incur an early termination charge. At a future date, however, early termination charges may be incurred for new subscriptions that are cancelled prior to their expiration, at Microsoft's and/or NaviPro's discretion.

In addition to any other rights and remedies at law, NaviPro shall be entitled to terminate this Agreement forthwith by giving written notice if:

you commit any breach of this Agreement and if the breach is capable of remedy, fail to remedy it within 30 days after being given a written notice containing full particulars of the breach and requiring it to be remedied, or;
you become directly or indirectly involved, in the design, development, manufacture and/or distribution of any products which compete directly with the Software Product.

Obligations Surviving Termination

Notwithstanding any expiration or termination of this Agreement and any exercise of rights by you under a separate agreement hereunder, the following rights and obligations shall survive any such termination or exercise of rights necessary to permit their complete fulfillment or discharge:

NaviPro right's right to receive or recover, and your obligation to pay any fees or other sums payable which are vested in, accrued or accruable at the time of termination or exercise of such rights.
Any rights or remedies of NaviPro under this Agreement, with regards any cause of action or claim of either party, whether or not accrued at the time of termination, arising from the other party's breach of or failure to perform any obligation under this Agreement.
In addition to the rights and obligations which survive as expressly provided in this Agreement, the Articles and Schedules which by their nature should survive, shall survive and continue after any termination or expiration hereunder.

10. MISCELLANEOUS

This Agreement is personal to you, you are not entitled to assign, mortgage, charge, or otherwise transfer or sub-license any rights under this Agreement, except with prior written approval.

If any provision hereof is determined by a tribunal of competent jurisdiction to be illegal or unenforceable, it shall automatically be deemed conformed to the minimum requirements of law and, along with all other provisions hereof, shall thereupon be given full force and effect.

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement that shall continue in full force and effect.

Governing Law – Jurisdiction

The laws and jurisdiction of the country where you acquired the Software Product and services shall apply.
Notwithstanding the foregoing, NaviPro reserve the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this Agreement from any court of competent jurisdiction.

11. CONTACT INFORMATION

If you have any questions regarding the License Terms, please visit: www.navipro.se, or use: info@navipro.se