These license terms (“agreement”) are an agreement between Kenek Software, a division of Sylogist, Ltd., (“Kenek”) and the end user customer (“you”). Please read these terms carefully.
Except as otherwise expressly specified, this agreement applies to all of the software named above, which includes the media on which you received it, if any. It also applies to any Kenek
· Internet-based services, and
· support services
for the software, unless other terms accompany those items. If so, those terms apply. This agreement supersedes the license terms embedded in the software.
By installing, having installed, subscribing to, or using the software, you accept this agreement (including any modifications made to it from time to time). If you do not accept this agreement, do not install, have installed, subscribe to, or use the software. The most current version of the Software License Terms (SLT) for each version of the software is available for viewing on SerenicSource.
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.
Notice Regarding Subscription Validation. Servers on which the software 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 subscription identifier, product name, license serial number, product version number, and date of last use. Individual customer data will be stored for up to 270 days in the United States. Aggregated data may be used to evaluate the effectiveness of our validation features, will also be stored in the United States and may be retained indefinitely. By using the software, you consent to the transmission of the information described in this paragraph.
If you comply with this agreement, you have the rights below for each license you acquire for the applicable software.
a. Software. The software may include
· server software;
· client software that can be installed on devices and/or used with the server software;
· additional ERP components that may be separately licensed; and
· any updates or supplements for the software.
b. Licensing. The software is licensed based on
· the number of copies of ERP solution that you install on premises or use on a hosted basis;
· the number of your users that access the ERP solution; and
· additional ERP components you license, including the Employee Cap modules that control the maximum number of authorized employees
c. License Model. The software is licensed under two models:
· Perpetual License Model – Under this model, you have licensed the applicable software under perpetual license terms, as code that is installed on your premises or hosted for you by a third party acting as your agent (“Perpetual License Model”).
· Subscription License Model – Under this model, you have licensed the applicable software on a per user basis for a limited period, as further described in your agreement with your partner. The software may be installed on your premises 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”).
o If your license expires or terminates, your right to use the software will stop immediately. If you continue using the software after that, you could be held liable for infringement of intellectual property rights, which could result in significant damages being assessed against you or other legal remedies.
· “affiliate” means any legal entity that is associated with a party to this agreement under the following conditions:
o directly or indirectly owns,
o is directly or indirectly owned by, or
o is directly or indirectly under common ownership
· “Additive SAL” means a SAL that must be used on conjunction with a base SAL
· “business process outsourcing” means the contracting of a specific critical or non-critical business task, function or process to a third-party service provider, where the services provided include direct or indirect access to the software.
· “CAL” means client access license.
· “client software” means the components of the software that allow a device to access or use the server software or to use certain aspects of the server software.
· “device” means a single personal computer, workstation, terminal, handheld computer, mobile phone, personal digital assistant, or other electronic device.
· “direct access” occurs when any user logs on to the software through a Microsoft Dynamics client.
· “direct customer” is a customer where Kenek is the consultant of record, responsible for providing services.
· “ERP” means enterprise resource planning.
· “ERP solution” means the components of the software that control your users and financial reporting units.
· “External Accountant User” means a user employed by a third party to access the software, solely to provide supplemental professional accounting or bookkeeping services related to the auditing process.
· “external user” means your customers that are not included in the definition of “you”.
· “Full user” means a user who has unrestricted access to all of the functionality in the server software including setting-up, administering and managing all parameters or functional processes across the ERP solution.
· “indirect customer” is a customer where an authorized Kenek Partner is the consultant of record, responsible for providing services.
· “Instance” means an image of software that is created by executing the software’s setup or install procedure or by duplicating an existing Instance.
· “internal business purposes” means managing your business, but not that of an independent third party.
· “Limited User” means a user who accesses your ERP solution directly or indirectly for purposes of completing only the tasks described below. Any access beyond these limitations requires a Full User.
(i) “Read” access to data contained in the ERP solution through any client; or
(ii) “Write” access via the Kenek VISIONPayroll time and expense functionality; or
(iii) “Write” access through any client accessing the ERP solution via the Microsoft Dynamics NAV API to a maximum of 3 table objects with the following exceptions:
· limited users are not authorized to write to any of the following tables: General Ledger Entry (table number 17), Permission Set (table number 2000000004), Permission (table number 2000000005) or Access Control (table number 2000000053); and
· any table described in the Kenek VISIONPayroll Limited User Included Tables does not count towards the 3 table objects. Microsoft or Kenek may update this table from time to time, at its discretion, to include additional Tables. See the Kenek VISIONPayroll Limited User Included Tables located on SerenicSource
· “operating system environment” or “OSE” means all or part of an operating system Instance, or all or part of a virtual (or otherwise emulated) operating system Instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights, and instances of applications, if any, configured to run on the operating system Instance or parts identified above. There are two types of OSEs, physical and virtual. A physical hardware system can have one Physical OSE and/or one or more Virtual OSEs.
· “ownership” means more than 50% ownership.
· “partner” means the entity that has signed a channel partner agreement with Kenek authorizing it to market, distribute and provide services for the software.
· “physical OSE” means an OSE that is configured to run directly on a physical hardware system. The operating system Instance used to run hardware virtualization software (e.g. Microsoft Hyper-V Server or similar technologies) or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the Physical OSE.
· “SAL” means subscriber access license.
· “server” means a physical hardware system capable of running server software.
· “Server Farm” means a single data center or two data centers each physically located:
o in a time zone that is within four hours of the local time zone of the other (Coordinated Universal Time (UTC) and not DST), and/or
o within the European Union (EU) and/or European Free Trade Association (EFTA).
· “server software” means the components of the software that provides services or functionality on your server.
· “System Administrator User” means a user accessing the software, solely to install, configure and maintain the server software, including management of user rights.
· “virtual OSE” means an OSE that is configured to run on a virtual hardware system.
· “you” means the legal entity that has agreed to this agreement, your affiliates, and each of your, and your affiliates’, employees, contractors, agents and suppliers.
3. INSTALLATION AND USE RIGHTS.
a. Server Software. You must purchase a server software license to use the server software. You may install an unlimited number of copies of the server software to access your ERP solution. However, you may only use the number of copies that your license key permits.
b. Client Software. You may only use the client software with the ERP solution. You may install an unlimited number of copies of the client software to access your ERP solution. The client software may be used only by the number of licensed users that your license key permits.
c. Additional ERP Components. Licenses for additional software that may be required for the solution – such as Microsoft Windows Server, Microsoft SQL Server, and Microsoft SharePoint Server – and their corresponding Client Access Licenses (CALs) are not included with the Kenek VISIONPayroll licenses. They must be acquired separately in accordance with the applicable licensing requirements for these products.
4. TYPES OF USER LICENSES. Except as otherwise specified, the types of user licenses for the software are as follows:
a. Access Licenses (CALs and SALs). In addition to the server software license, you must acquire and assign an Access License to each user that accesses the ERP solution directly or indirectly. You need an Access License for each user that directly or indirectly accesses the ERP solution through a third party application. Access licenses are specific to an ERP solution and may not be used with or shared among different ERP solutions.
Types of CALs. There are two types of CALs: Full CALs and Limited CALs.
· A “Full CAL” is a license that entitles a user to perform the tasks of a Full User, as described in the Kenek VISIONPayroll Perpetual License Functionality document located on SerenicSource.
· A “Limited CAL” is a license that entitles a user to perform only the tasks of a Limited User, as described in theKenek VISIONPayroll Perpetual License Functionality document located on SerenicSource.
Types of SALs. There are three types of SALs: Standard SALs, Extended Use Additive SALs, and Limited SALs.
· A “Standard SAL” is a base SAL license that entitles a user to perform Full User tasks across the ERP Solution using all of the functionality included in the Starter Pack, as described in the Kenek VISIONPayroll Subscription License Functionality document located on SerenicSource.
· An “Extended Use Additive SAL” is a license, additive to the Standard SAL that entitles a user to perform Full User tasks using the functionality included in the Microsoft Dynamics NAV Extended Pack, as described in the Kenek VISIONPayroll Subscription License Functionality document located on SerenicSource.
· A “Limited SAL” is a license that entitles a user to perform only the tasks of a Limited User.
b. “Concurrent CALs” are licenses that allow any user to access the ERP solution. The number of concurrent CALs licensed refers to the maximum number of users that may access the ERP solution simultaneously. You may select the Full CAL or Limited CAL as concurrent CAL types. Concurrent CALs can only be licensed under the Perpetual License Model.
c. “User SALs” are licenses that are specific to each user and may not be shared with other users. You may select the Standard SAL, the Extended Use Additive SAL, or the Limited SAL as user SAL types. If you select the Extended Use Additive SAL, you must license Extended Use Additive SALs for all Standard SALs. The Limited SAL grants access to the same set of functionalities that are available to users performing Full User tasks, subject to the restrictions listed in the Limited User definition. You are granted, at no charge, two SALs of the same type used by your Full Users: one specifically for an External Accountant User, and one specifically for a System Administrator User. You may permanently reassign your user SAL from one user to another. You may temporarily reassign your user SAL to a temporary user while the permanent user is absent. The External Accountant User and the System Administrator User cannot be used for any other purposes. User SALs can only be licensed under the Subscription License Model.
d. “External Users”. You do not need Access Licenses for external users. External users must be designated in the user table for Kenek VISIONPayroll, and cannot use any clients provided by the Microsoft Dynamics NAV Application Programming Interface (API), such as the Microsoft Windows client for Microsoft Dynamics NAV, the Web Client for Microsoft Dynamics NAV, or the Microsoft Dynamics NAV Portal framework for Microsoft SharePoint. External User licenses must not be used for business process outsourcing purposes.
5. TERMS SPECIFIC TO PERPETUAL LICENSE MODEL.
· Your rights to use the software are perpetual but may be revoked if you do not comply with the terms of this agreement.
6. TERMS SPECIFIC TO SUBSCRIPTION LICENSE MODEL.
· Subscription Validation.
o Servers on which the applicable 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, Kenek or Microsoft. 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 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 Kenek and/or Microsoft. This information includes customer subscription identifier, product name, license serial number, product version number, and the date of last use. Kenek and Microsoft will use this information only to verify licensing compliance. By using the software, you consent to the transmission of this information.
o If, after a validation check, the software is found to be improperly licensed, Microsoft, Kenek 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.
· Term. The term for your subscription license is set in your agreement with Kenek.
7. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS
a. Multiplexing. Multiplexing (sometimes referred to as “pooling”) is a manner of indirect hardware or software access (“indirect access”) that
· pools connections,
· reroutes information,
· reduces the number of users that directly access or use the software, or
· reduces the number of users the software directly manages.
Any user accessing the ERP Solution through a multiplexed connection must be appropriately licensed with an Access License.
b. Business Process Outsourcing. You may not use the software to provide business process outsourcing services to your clients or customers. You may however make your Access Licenses available to business process outsourcers acting on your behalf and providing services to your business.
c. License Mobility and Outsourcing Software Management.
· License Mobility. You may reassign your ERP Solution Licenses, for which you are under a current care plan, to (i) any servers running physical or virtual OSEs dedicated to you and located within the same Server Farm as often as needed, or (ii) from one Server Farm to another, but not on a short-term basis (i.e., not within 90 days of the last assignment).
· Outsourcing Software Management. You may install and use permitted copies of the software on servers and other devices that are under the day-to-day management and control of third parties, provided all such servers and other devices are and remain fully dedicated to your use. You are responsible for all of the obligations under your licensing agreement regardless of the physical location of the hardware upon which the software is used.
d. License Grant for Templates. You may copy and use templates provided with the software and identified for such use in documents and projects that you create. You may distribute those documents and projects non-commercially.
e. Modification Disclaimer. You may modify the software 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 Kenek that allow you or that third party to modify the software’s object code. You agree that Kenek 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. Kenek does not have any obligation to provide technical or other support for any modifications to the software made by you, by a partner or by any other third party. Kenek 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 software, 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 software. Kenek and its partners are independent entities and Kenek is not liable for nor bound by any acts of such business partners.
f. Fictitious Data. The uniform resource locators (URLs), addresses, names of individuals, companies, cities, states, and other items depicted and referenced in Kenek and Microsoft material are fictitious in nature. They are provided as examples and illustrations only. No real association or connection is intended or should be inferred.
g. Complex Software. The software 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.
h. Third Party Notices. The software may include third party material (i.e., code or documentation) that Microsoft licenses to you under this agreement. Notices, if any, for the third party material are included for your information only.
i. Additional Functionality. Kenek may provide additional functionality for the software. Other license terms and fees may apply.
8. INTERNET-BASED SERVICES. Microsoft and Kenek provide Internet-based services with the software. Microsoft or Kenek may change or cancel them at any time. This section does not apply to the subscription validation terms above.
a. Consent for Internet-Based Services. Certain features in the software may connect to Microsoft or third party service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them. For more information about these features, see the software documentation. By using these features, you consent to the transmission of this information.
b. Computer Information. Certain features in the software use Internet protocols, which send 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. Microsoft and Kenek use this information to make the Internet-based services available to you. Some of these features include, but are not limited to,
· Web Content Features. Features in the software can retrieve related content from Microsoft and Kenek Software and provide it to you. To provide the content, these features send to Microsoft and/or Kenek 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. You may choose not to use these web content features.
c. Use of Information. Kenek and Microsoft may use the device information, error reports, and malware reports to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with Microsoft software.
d. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
9. PRODUCT / LICENSE KEYS. The software requires a key to run or access it. A key may only be used to run or access the particular version of the software for which it was issued. You are responsible for the use of keys assigned to you. You must not duplicate or share the keys with third parties.
10. BENCHMARK TESTING. You must obtain Kenek’s prior written approval to disclose to a third