End-User License Agreement for Open Door Technology Inc.

This End-User License Agreement ("EULA") is a legal agreement between you, the End User (either an individual or a single entity), and Open Door Technology Inc. (Open Door), for the Open Door software product that accompanies this EULA, which includes associated media, licenses, and any related Open Door Internet-based services ("Product"). 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.

1. 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 provision or download of the Product from the Microsoft AppSource website, ftp site, email or any other electronic means shall constitute a purchase for terms of this agreement.

The term “Purchase” shall be used in this agreement to mean the ownership or the lease via subscription of a license.

The term “Perpetual” shall be used in this agreement to mean the ownership of a license with an applicable one year mandatory annual enhancement.

The term “Subscription” shall be used in this agreement to mean the rights to use of a license based on a named user so long as payment is made.

The term “Product” shall be used in this agreement to mean the Open Door software applications and programs provided by Open Door 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 Open Door.

The term “Partner” shall be used in this agreement to mean a certified Microsoft Dynamics reseller who maintains a current and valid agreement with Microsoft for the resale of Microsoft Dynamics and is an authorized reseller of the ODT Product.

The term “Related Material” shall mean all of the printed material, documentation, and/or media provided with the Product by the Partner or by Open Door for use with the Product.

The term “License” or “Licensing” shall mean Product licenses purchased for End User use of the Microsoft Dynamics solution or the Product. Licensing is either perpetual or subscription.  In order to use the Product, Licenses for Microsoft Dynamics product must be obtained from Microsoft through Open Door or another authorized partner.

The term “Named User” shall mean a licensed individual user of the Product, set up by login identity. Product Licenses for Dynamics provided by Microsoft permit a limited number of Named Users when subscription licensing.

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 Open Door 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.

2. Grant of License.

So long as you obtained the Product from Open Door or from an authorized Partner through an authorized download from the Microsoft AppSource website, ftp site, email Open Door grants you a non-exclusive, perpetual license to use the Product in the manner and for the purposes described in this Agreement, and the Related Materials. The license granted to you under this Agreement is conditional upon the timely payment by you of all applicable Product licensing fees.

3. Reservation of Rights and Ownership.

Open Door reserves all rights not expressly granted to you in this EULA. The Product is protected by copyright and other intellectual property laws and treaties. Open Door owns the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.

4. Limitations on Reverse Engineering, Decompilation, and Disassembly.

You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

5. No Rental/Commercial Hosting.

6. Consent to Use of Data.

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

7. Links to Third-Party Sites.

Open Door 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. Open Door 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 Open Door of the third-party site or service.

8. Additional Product /Services.

This EULA applies to updates, supplements, add-on components, or Internet-based services components of the Product that Open Door may provide to you or make available to you after the date you download the Product from the Microsoft AppSource website, ftp or email distribution.

9. Upgrades.

To upgrade the Product to future versions, you must first be current with enhancement or subscription payments and licensed for the Product identified by Open Door as eligible for the upgrade.

10. Not for Resale Product.

Product provided to Partners and identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.

11. Export Restrictions.

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

13. Product Transfer.

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 license is restricted by Microsoft licensing guidelines. 

14. Termination.

Without prejudice to any other rights, Open Door may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must uninstall the Product from your Dynamics database.

15. Limited Warranty for Product Acquired in the US and Canada.

Open Door warrants 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. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, but only as to defects discovered during the period of this limited warranty (30 days). As to any defects discovered after the thirty-day period, there is no warranty or condition of any kind. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.
2. Any supplements or updates to the Product, including, without limitation, any application updates (if any) provided to you after the expiration of the thirty-day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
3. Limitation on Remedies; No Consequential or Other Damages. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Open Door, you are not entitled to any damages, including, but not limited to, consequential damages, if the Product does not meet Open Door’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section entitled "Exclusion of Incidental, Consequential and Certain Other Damages" are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.
4. Your Exclusive Remedy. Open Door’s entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Product shall be, at Open Door’s option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Product, or (b) repair or replacement of the Product, that does not meet this Limited Warranty and that is returned to Open Door. You will receive the remedy elected by Open Door without charge, except that you are responsible for any expenses you may incur (e.g., partner services fees). This Limited Warranty is void if failure of the Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Open Door will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Open Door’s warranty remedy procedures. To exercise your remedy, contact: Open Door, Suite 200, 7710 5^th St. SE, Calgary, AB, T2H 2L9, Canada, www.opendoorerp.com.

16. Disclaimer of Warranties.

The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Open Door and its Partners provide the Product and support services (if any) as is and with all faults, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of freedom from viruses, all with regard to the Product, and the provision of or failure to provide support or other services, information, Product, and related content through the Product or otherwise arising out of the use of the Product. There is also no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to descriptions other than those of the Related Materials, or non-infringement with regard to the Product.

17. Exclusion of incidental, consequential and certain other damages.

To the maximum extent permitted by applicable law, in no event shall Open Door be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Product, the provision of or failure to provide support or other services, information, Product, and related content through the Product or otherwise arising out of the use of the Product, or otherwise arising out of the use of the Product, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of Open Door or any partner, and even if Open Door or any partner has been advised of the possibility of such damages.

18. Limitation of Liability and Remedies.

Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Open Door under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Open Door with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Product up to the amount actually paid by you for the Product or US$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 15, 16 and 17) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

19. U.S. Government License Rights.

All Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995, is provided with the commercial license rights and restrictions described elsewhere herein. All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

20. Applicable Law.

If you acquired this Product in the United States, this EULA is governed by the laws of the State of Maryland. If you acquired this Product in any other country, then local law may apply.

21. Entire Agreement; Severability.

This EULA (including any addendum or amendment to this EULA that is included with the Product) is the entire agreement between you and Open Door relating to the Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. To the extent the terms of any Open Door policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. Should you have any questions concerning this EULA, or if you desire to contact Open Door for any reason, please use the address information enclosed in this Product to contact the Open Door subsidiary serving your country or visit Open Door on the World Wide Web at www.opendoorerp.com.