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EULA

This End User License Agreement (EULA) is a legal agreement between You and Liveware providing You a Licence to access and use Liveware’s Payroll for Dynamics 365 Business Central software (Product).

IMPORTANT POINTS:

A. By signing the EULA and using the Product, You agree to be bound by the terms of this EULA between You and Us.

B. This EULA governs Your access to and use of the Product. This EULA gives You specific legal rights, and You may also have additional legal rights, which vary from jurisdiction to jurisdiction.

C. The disclaimers, exclusions, and limitations of liability under this EULA will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this EULA may not apply to You.

D. Nothing in this agreement shall in any way impact on or affect Your concurrent legal obligations to Microsoft under any agreement You have with Microsoft.

E. This is a legal agreement. By accessing and using the Product, You are accepting and agreeing to this EULA on behalf of You and any entity You represent in connection with the access. You represent and warrant that You have the right, authority, and capacity to accept and agree to this EULA on behalf of You and any entity you represent. You represent that You are of sufficient legal age in Your jurisdiction or residence to use or access the Product and to enter into this EULA.

F. If You do not agree with any of the terms of this EULA, you should not sign this EULA and/or immediately cease accessing or using the Product.

G. As described below, by entering into this EULA, You are consenting to automatic software updates for the Product. If You do not agree, do not use the Product.

H. As described below, this EULA describes important limitations of the Product and related services. Please read these disclosures carefully, as by using the Product You are acknowledging them and accepting them.

OTHER TERMS:

1. License

1.1 Subject to the terms of this EULA, Liveware grants to You a limited and non-exclusive license (without the right to sublicense) and non-transferable license for Your legitimate and lawful business purposes.

1.2 You are not permitted to transfer your rights and/or obligations under the EULA unless you have the prior written consent of Liveware.

1.3 You agree to pay Liveware for the license issued under this EULA which shall be managed via a monthly subscription payment. You agree that:

(a) the monthly subscription amount shall be advised to you before you execute the EULA;

(b) the monthly subscription amount may be altered by Liveware following a period of not less than twelve (12) months from the commencement date by the giving of one month’s written notice; and

(c) if Liveware collects payment for Your license, it will be via Direct Debit only. The Terms and conditions of the direct debit including termination are stipulated on Liveware’s separate direct debit request and service agreement.

2. Restrictions on Licence

You agree not to, and You will not permit others to:

(a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Product or make the Product available to any third party;

(b) copy or use the Product for any purpose other than as permitted in clause 1 above;

(c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; or

(d) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Product (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case You agree to first contact Liveware and provide Liveware an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Product to any third party without prior written approval of Liveware for each such release.

3. Software Updates

3.1 Liveware may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Product and related services (Updates).

3.2 Updates will be provided for any original Product for which You hold a valid license and have paid the applicable license fees.

3.3 Business Central version updates are managed by Microsoft® and deployed according to your sites maintenance configuration.

3.4 For the purpose of this EULA, Liveware product specific updates will form part of the Product and the terms and conditions of this EULA shall apply to the Updates.

3.5 Your continued use of the Product confirms Your agreement to the provision of the Updates.

3.6 You acknowledge that You may be required to install Updates to use the Product and You agree to install any Updates Liveware provides.

3.7 If You do not want the Updates, Your remedy is to stop using the Product.

4. Consent to use Data

You agree that Liveware and its affiliates or suppliers may collect, use, monitor or sell to third parties, energy use data and other statistics on Your use of the Product and the information and data collected. Liveware agrees not to use this data and information in a form that personally identifies You except to the extent necessary to provide such services.

5. Ownership

5.1 You do not acquire ownership of copyright, trade secrets or other intellectual property rights in any part of the Product or any documentation supplied by Liveware to You by the operation of this EULA.

5.2 The Product, the documentation supplied with the Product and all worldwide copyright, trade secrets, and other intellectual property rights are the exclusive property of Liveware. Liveware and its licensors reserve all rights in and to the Product not expressly granted to You in this EULA. You shall not engage in any action that may threaten the validity of Liveware’s intellectual property rights attaching to the Product or any documentation supplied with the Product.

5.3 The Product is licensed to You, not sold, under this EULA. There are no implied licenses in this EULA. All suggestions, feedback and/or submissions provided by You to Liveware with respect to the Product shall be Liveware’s property. Liveware may use, copy, modify, publish, or redistribute the feedback and/or suggestions and its contents for any purpose and in any way without any compensation to You. You also agree that Liveware does not waive any rights to use similar or related ideas previously known to Liveware, developed by its employees, or obtained from other sources.

6. Term and Termination

6.1 This EULA and the license granted to You are effective on the date You first use the Product and shall continue for as long as You have a current subscription to use the Product, unless this EULA is terminated under this section.

6.2 Liveware may terminate this EULA at any time if:

(a) You breach any term of this EULA;

(b) You are taken over or merge with another entity;

(c) You become insolvent, enter voluntary administration, commit an act of bankruptcy, are wound up or a liquidator is appointed to manage Your affairs; or

(d) You fail to pay subscription fees as required by Liveware.

6.3 You may terminate this EULA by providing ninety (30) days’ notice in writing to Liveware, however any notice of termination shall not relieve You of your continuing obligation to pay any subscription fees up to the effective date of termination.

6.4 Upon termination of this EULA, the license granted to You will terminate and You must stop all use of the Product, however all remaining terms of the EULA will remain in effect, after any such termination. Any termination of this EULA is without prejudice to any right, action, remedy which has accrued or which may accrue in favour of Liveware.

6.5 Liveware shall be entitled to provide You with ninety (90) days’ notice in writing of any decision to no longer support the Product or provide software updates for the Product. In the event that Liveware provides such notice, You will not be liable for any subscription fees after the effective date of that notice.

6.6 Termination of this EULA by Liveware will not release You from:

(a) Your obligations under this EULA; or

(b) liability in respect of any prior breach of, or non-performance of, any obligation under this EULA.

7. Warranty Disclaimer

7.1 Notwithstanding anything to the contrary and to the maximum extent permitted by law, Liveware provides the Product “as-is” and excludes all warranties and conditions, whether express, implied, or statutory, including the warranties of merchantability, fitness for a particular purpose, reliability, title, quiet enjoyment, accuracy, meeting your or any other requirements and non-infringement of third-party rights.

7.2 You agree to use the Product at Your own discretion and sole risk.

7.3 Liveware does not guarantee any specific results from the use of the Product.

7.4 Liveware excludes all warranties that the Product will be uninterrupted, free of viruses or other harmful code, timely, secure, or error-free.

7.5 You will be solely responsible for, and Liveware will have no liability for, any and all claims, loss, liability, or damages, and costs incurred or suffered by You or any other entity resulting from Your use or misuse of or inability to use the Product.

7.6 Nothing in this EULA excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term implied or imposed by legislation which cannot be lawfully excluded or limited (both being non-excludable terms). Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods or services in certain circumstances. Subject to Liveware’s obligations under the non-excludable terms and to the fullest extent permissible by law, Liveware expressly disclaims all warranties of any kind with respect to the Product, whether express, implied, statutory, or arising out of course of performance, course of dealing or usage of trade, including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.

8. Limitation of Liability

Subject to the obligations of Liveware under the non-excludable terms of this EULA and to the fullest extent permissible by law, neither Liveware or its subsidiaries, nor Liveware’s suppliers will be liable (whether in contract, negligence or otherwise) to You or any third party:

(a) for any indirect, consequential, exemplary, punitive, special, or incidental damages, including any damages (whether direct or indirect) for lost data or lost revenue or profits, arising from or relating to the Product, even if Liveware knew or should have known of the possibility of such damages); or

(b) for any indirect, consequential, exemplary, punitive, special, or incidental damages, including any damages (whether direct or indirect) in each case, arising out of the use or inability to use the Product, even if Liveware has been advised of the possibility of such damages or if such damages are foreseeable. Subject to the obligations of Liveware under the non-excludable terms and to the fullest extent permissible by law, in no event will Liveware’s liability for all damages exceed the amount actually paid by You to Liveware or Liveware’s authorised reseller for the Product.

9. Indemnity

You shall indemnify, defend and hold harmless Liveware, its associated and related entities, agents, employees, officeholders and/or suppliers in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs including legal fees on a full indemnity basis, in connection with any of the following:

(a) any breach of this EULA by You;

(b) Your negligent acts or omissions; or

(c) Your use of the Product, including any third party claims made in connection with, or arising out of, Your use of the Product.

10. Dispute Resolution

10.1 All disputes in relation to the operation of this EULA and the rights and obligations of the parties to it must be resolved in accordance with this clause 10.

10.2 Until there is compliance with this clause 10, a Party must not commence any action, bring any proceedings or seek any relief in a court, except seeking interlocutory or equitable relief.

10.3 Where a dispute arises, a Party must give written notice of the dispute to the other Parties setting out the material particulars in dispute (Dispute Notice).

10.4 The Dispute Notice must: (a) set out the legal basis for the dispute; (b) set out the facts upon which the claim is based; (c) attach copies of correspondence and any relevant background material; and (d) contain full particulars of the proposed remedy sought.

10.5 Within ten (10) Business Days of receipt of the Dispute Notice, the Parties must meet in person (or nominate a proxy to attend such meeting on his/her/its behalf) to discuss the dispute and determine any potential resolution.

10.6 If the Dispute is still not resolved, the Dispute is to be referred for mediation to be conducted in accordance with the Australian Dispute Centre’s Guidelines for Commercial Mediation within a further fourteen (14) days (unless the Parties can otherwise agree to the mechanism for mediation).

10.7 The Parties shall endeavour in good faith to resolve the dispute at mediation.

10.8 If the Dispute is not resolved at mediation, it shall be submitted for expert determination in accordance with the Australian Dispute Centre’s Rules for Expert Determination within fourteen (14) days.

10.9 The person who conducts the expert determination shall not be the same person who conducted the mediation.

10.10 The service of the Dispute Notice under clause 10.3 of this Part is a condition precedent to the commencement of any court proceedings in respect of any Dispute (save for the exceptions contained in clause 10.2.

11. Entire Agreement

This EULA constitutes the entire Contract between You and Liveware, unless otherwise expressly agreed to in writing by Liveware.

12. Severability

In the event that a term or provision of the EULA is declared or found to be illegal by any court, such term shall be read down, and should the term not be able to be read down, it shall be rendered void with respect to the jurisdiction of that court or tribunal. In such circumstances, all the remaining terms of the EULA shall remain in force and correct.

13. Jurisdiction and applicable law

This Agreement is governed by and construed in accordance with the laws of the State of New South Wales, Australia. In the event that a dispute arises from this EULA, You agree to submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.