Continia Software License Terms & Terms of Service

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Continia Software License Terms & Terms of Service

Transcript Of Continia Software License Terms & Terms of Service

1 Continia Software License Terms & Terms of Service
Software License Terms & Terms of Service
For Continia Software Products Version 2.0

Continia Software A/S

www.continia.com

License Terms - Version 2.0

2 Continia Software License Terms & Terms of Service

These Software License Terms & Terms of Service (the “Terms”) together with the order and acceptance are an agreement between Continia Software A/S, CVR-no. 32658083 ("Continia") and you and governs all use of the Continia Software Products and Continia Online Services provided by Continia or its Affiliates from time to time to you as the user of any such Continia Software Products. Please read these Terms carefully.
You will always procure the right to use the Continia Software Products through an agreement with a Partner and your rights are subject to paying the agreed fees to the Partner. With respect to the use rights, these Terms have priority over any conflicting terms in your agreement with the Partner.
Except as otherwise expressly specified, these Terms apply to all of the Continia Software Products, which includes the media on which you received it, if any. It also applies to any Continia Software Product
• updates,
• supplements,
• cloud-based services, including Continia Online Service, and
• support services
for the Continia Software Product, unless other terms accompany those items. If so, those terms apply. These Terms supersedes the license terms embedded in the Continia Software Product.
By installing, having installed, subscribing to, or using the Continia Software Product, you accept these Terms (including any modifications made to it from time to time). If you do not accept these Terms, do not install, have installed, subscribe to, or use the Continia Software Product.
If an individual enters into an agreement including these Terms on behalf of a legal entity, that individual represents that he or she has the authority to bind that entity to the agreement and these Terms.
Upon installing and using a Continia Software Product, you are giving Continia the right to display your company name and logo on the company website for reference purposes, and to store such content. You can, however, at any time request to avoid getting your information published. You can do this by writing to [email protected]
Notice Regarding License Validation. Customer solutions in which the Continia Software Product is installed may periodically provide information to verify that the software is properly licensed and that the term has not expired. This information includes the customer identifier, product name, license serial number, product version number, and usage data. Aggregated data may be used to evaluate the effectiveness of our validation features. By using the Continia Software Product, you consent to the transmission of the information described in this paragraph.
If you comply with the agreement and these Terms, you have the rights below for each license you acquire for the Continia Software Product.

Continia Software A/S

www.continia.com

License Terms - Version 2.0

3 Continia Software License Terms & Terms of Service
Overview
1.1 License Model. The Continia Software Product is licensed under two models through reseller Partners:
• Purchase License Model – Under this model, you have licensed the Continia Software Product under on premise license terms, as code that is installed on your premises or hosted for you by a third party acting as your agent ("Purchase License Model").
• For the Purchase License Model - Enhancement Plan for ongoing access to product updates, product support and continues access to Continia Online Service is mandatory the first year after initial purchase and will automatically renew for an additional 12 months period unless terminated.

• Subscription License Model – Under this model, you have licensed the Continia Software Product on a subscription basis for a limited period. The Continia Software Product with access to Continia Online Service may be installed in your solution with day to day management and control solely by your Partner, or hosted by your Partner or any third party providing services to you ("Subscription License Model").
• For the Subscription License Model - ongoing access to product updates, product support and continues access to Continia Online Service is included as part of an active subscription.
1.2 Continia Online Services. Regardless of the licensing model access to Continia Online Services is required to obtain the full benefit of the functionalities in the Continia Software Products. Consequently, a valid license and an active Enhancement Plan or an active subscription is a prerequisite.
Definitions
2.1 In these Terms, the following words and expressions have the meanings stated below, unless the context requires otherwise.
o "Affiliate" means any legal entity that directly or indirectly owns, is directly or indirectly owned by, or that is directly or indirectly under common ownership with a party to this agreement.

Continia Software A/S

www.continia.com

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4 Continia Software License Terms & Terms of Service

o “Continia Online Service” means functionality for the Continia Software Products as well as services for license management, billing and operations, provided from servers hosted by Continia as may be supplied by Continia under these Terms from time to time, including any developments, modifications and/or variations thereto.

o “Continia Software Product” means the software specified in a License Order as may be supplied by Continia under these Terms from time to time, including any developments, modifications and/or variations thereto. The Continia Software Product may consist of server software (such software to be installed by the Customer in either own or third party hosted Microsoft solution) and client software that can be installed on devices and/or used with the server software. Access to Continia Online Services may be necessary in order to obtain functionality for the products and for license management, billing and operations.

o "Data Protection Law" means applicable legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the Processing of Personal Data, including but not limited to Regulation (EU) 2016/679 on the Protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and the Danish Data Protection Act (Databeskyttelsesloven).

o "Enhancement Plan" means a plan that entitles the Customer to obtain access to updates to the Continia Software Products, Product Support through their Partner and access to the Continia Online Services as
described in clause 5 and specified in a License Order. "License Order" means a document agreed between you and a Partner for procurement of the Continia Software Product through the Partner.

o "NAV solution" means the customer’s Microsoft Dynamics NAV/Business Central solution regardless of whether it is run on own server or as a hosted solution.

o "User" means a user who accesses your NAV/BC Solution or the Continia Software Product or Continia Online Service directly or indirectly, provided, however, that with respect to pricing "User" shall be as defined in the relevant pricelist and License Order.

o "Ownership" means more than 50% ownership.

o "Partner" means the entity that has entered into a reselling agreement with Continia authorizing it to market and distribute the Continia Software Product and Continia Online Service.

o "Personal Data" has the meaning as set out in Data Protection Law.

o "Purchase License Model" means a license obtained under that licensing model, see clause 1.1, in accordance with a License Order.

o "Server" means a physical hardware system or virtual server capable of running server software.

o "Subscription License Model" means a license obtained under that licensing model, see clause 1.1, in accordance with a License Order.

Continia Software A/S

www.continia.com

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5 Continia Software License Terms & Terms of Service

o "you" or "License Holder" means the legal entity that has agreed to the agreement and these Terms.
o “Usage Data” – means data used to determine the usage of the solution like the number of transactions, the type of transactions, the user initiating a transaction, the reference of a transaction (reference to data in customer system) Customer subscription identifier, product name, license serial number, product version number. Usage data is not the actual data in a transaction like customer, email, employee, invoice, receipt, amount etc.
Installation and use rights
3.1 Server Software. You must either purchase or subscribe to a server software license to use the server software. You may install an unlimited number of copies of the server software. However, you may only use the number of copies, databases and companies that your license permits.
3.2 Client Software. You may only use the client software with the product. You may install an unlimited number of copies of the client software to access your solution. The client software may be used only by the number of licensed users that your purchased or subscribed license permits.
3.3 Continia Online Service. You are only authorised to use Continia Online Service if you have a valid license and an active Enhancement Plan or an active subscription.
License and use-rights
4.1 Subject to the terms and conditions set out herein, Continia grants to the License Holder a non-exclusive, non-transferable, limited license to use the version of the Continia Software Product set out in the License Order including any subsequent updates made available to the License Holder as long as the License Holder pays the applicable fees or until the agreement is terminated in accordance with its terms.
4.2 During the term of the license agreement, the License Holder will have the right to grant access to the Continia Software Product for the following users:
• Internal users employed by the License Holder. The number of internal users may, as a result of an agreement entered between the License

Continia Software A/S

www.continia.com

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6 Continia Software License Terms & Terms of Service

Holder and Continia, be limited to a number of registered employees, a number of simultaneous users, a physical location, etc.
• External users, including the License Holder’s advisers, however solely for the purpose of gaining access to process the License Holder’s data.
4.3 If the Continia Software Product is to be used in multiple accounts within the same group, the License Holder must order an additional license per VAT or IRS number.
4.4 Beyond the situations mentioned above, the user right does not include other persons, including other legal persons. Subsidiaries and other affiliated companies are not covered by the license, unless otherwise agreed upon with Continia or the Partner the License Holder has entered into the License Order with.
4.5 The License Holder is responsible for the external persons, who have access to the Continia Software Product, in accordance with the license agreement.

Enhancement plan

5.1 The Continia Software Product and Continia Online Service is covered by an Enhancement Plan.

5.1.1

The Enhancement Plan covers all parts (modules) of the Continia Software Product and/or Continia Online Service to which the license holder has a license. An extension of the scope of the license agreement will result in a corresponding extension of the Enhancement Plan for the parts (modules) to which the Enhancement Plan is offered.

5.1.2 The Enhancement Plan gives the license holder user rights to the updates on these Terms.

5.1.3

The updates can include error recovery, new/improved features, adaptation to current legislation and accounting practice, etc. the license holder has the user right to the updates simultaneously with their release.

5.1.4

The Enhancement Plan gives the license holder the right to use certain Continia Online Service in connection with the licenced Continia Software Products.

5.1.5

The annual renewal fee of the Enhancement Plan will be adjusted regularly according to a yearly indexation rate. Please see the current pricelists for details on Continia's website.

Continia Software A/S

www.continia.com

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7 Continia Software License Terms & Terms of Service

Terms specific to purchase license model

6.1

Your rights to use the Continia Software Product licensed under the Purchase

License Model is subject to you having an active Enhancement Plan and

complying with these Terms.

6.2

Enhancement Plan is mandatory for as long as you need to be able use the

full functionality of the Continia Software Product including access to

Continia Online Service. Enhancement Plan is invoiced yearly in advance.

6.3

Term. The license period for the Enhancement Plan is 1 year and will

automatically renew for another 1 year license period unless it is terminated

in accordance with the provisions of the agreement, including these Terms.

6.4

Termination. The license and Enhancement Plan can be terminated by either

party 30 days before beginning of a new yearly term. Continia may terminate

or suspend the agreement and your license hereunder at any time, without

notice, if you or a User breach the agreement.

6.5

Effects of Termination. If your license expires or terminates, your right to use

Continia Online Service will stop immediately. If you continue to use Continia

Online Service after that, you could be held liable for infringement of

intellectual property rights, which could result in significant damages being

imposed against you or Continia may use other legal remedies available.

Terms specific to subscription license model

7.1

Your rights to use the Continia Software Product licensed under the

Subscription License Model is subject to you complying with the agreement,

including these Terms.

7.2

Subscription Validation. Servers on which the software is installed will from

time to time perform a validation check of the software. Validation verifies that

the software has been properly licensed. It also verifies that no unauthorized

changes have been made to the validation functions of the software.

The validation check may be initiated by the software or Continia. To enable validation checks, the software may from time to time require updates or additional downloads of the validation functions of the software. The updates or downloads are required for the proper functioning of the software and

Continia Software A/S

www.continia.com

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8 Continia Software License Terms & Terms of Service

may be downloaded and installed without further notice to you. During or after a validation check, the server may send information about the software, the computer and the results of the validation check to Continia. This information includes customer subscription identifier, product name, license serial number, product version number, and the date of last use. Continia will use this information only to verify licensing compliance. By using the software, you consent to the transmission of this information. For more information about validation and what is sent during or after a validation check, contact Continia.

7.3

If, after a validation check, the software or access to Continia Online Service is

found to be improperly licensed, Continia or your partner may provide notice

that the software is improperly licensed, and you may

• receive reminders to obtain a properly licensed copy of the software, or

• need to follow instructions in the notice to be licensed to use the software, or

7.4

The subscription license model entitles the Customer to obtain access to updates to

the Continia Software Products, Product Support through their Partner and access to

the Continia Online Services and specified in a License Order

7.5

Term. The license period for your subscription license is monthly and will

automatically renew for another license period unless it is terminated in

accordance with the provisions of the agreement, including these Terms.

7.6

Termination. The subscription can be terminated 30 days before beginning

of a new license period. Continia may terminate or suspend the agreement

and your license hereunder at any time, without notice, if you or a User

breach the agreement.

7.7 Effects of Termination. If your license expires or terminates, your right to use the Continia Software Product and Continia Online Service will stop immediately and the software must be removed from your systems. If you continue to use the software after that, you could be held liable for infringement of intellectual property rights, which could result in significant damages being imposed against you or Continia may use other legal remedies available.

Continia Software A/S

www.continia.com

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9 Continia Software License Terms & Terms of Service

Additional licensing requirements and/or use rights

8.1 Business Process Outsourcing. You may not use the Continia Software Product or Continia Online Service to provide business process outsourcing services to your clients or customers. You may however acquire a special BPO license to support your clients. For details contact Continia.

8.2 Distribution Restrictions. You may not

• alter any copyright, trademark or product names in the Continia Software Product;
• use Continia’s programs’ names or in a way that suggests your programs come from or are endorsed by Continia;
• modify or distribute the source code of any Continia Software Product
8.3 Modification Disclaimer. You may modify the Continia Software Product only as necessary to use it for your internal business purposes if you received it in source code form, or you or any third party acting on your behalf have licensed tools from Microsoft that allow you or that third party to modify the software’s object code. You agree that Continia 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. Continia does not, and will not have any obligation to, provide technical or other support for any modifications to the Continia Software Product made by you, by a partner or by any other third party. Continia does not make any representation, endorsement, guarantee 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 Continia Software Product, 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 Continia Software Product. Continia and its partners are independent entities and Continia is not liable for nor bound by any acts of such business partners.

8.4 Complex Software. The Continia Software Product and Continia Online Service 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.

Continia Software A/S

www.continia.com

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10 Continia Software License Terms & Terms of Service
8.5 Third Party Notices. The Continia Software Product and Continia Online Service may include third party material (i.e., code or documentation) that Continia licenses to you under the agreement. Notices, if any, for the third party material are included for your information only.
8.6 Additional Functionality. Continia Software may provide additional functionality for the Continia Software Product and Continia Online Service. Other license terms and fees may apply.
8.7 Changes and updates. Continia is entitled to change and update the Continia Online Service functionality and user interface on a regular basis taking into account Continia's assessment of the needs of all its customers from time to time and to ensure a stable performance.
Continia Online Services.
9.1 Continia provides cloud-based online services with the software, including validation services mention above. Continia may change or cancel them at any time.
9.2 Consent for cloud-based Services. Certain features in the software may connect to Continia, Continia Online Service or third party service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. For more information about these features, see the software documentation. By using these features, you consent to the transmission of this information.
9.3 Computer Information. Certain features in the software use Internet protocols, which is sent 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. Continia uses this information to make the Continia Online Services available to you. Some of these features include, but are not limited to, features in the software can retrieve related content from Continia and provide it to you. To provide the content, these features send to Continia the type of operating system, name and version of the software you are using, and the type of browser and language code of the device where you installed the software.

Continia Software A/S

www.continia.com

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