1. General
This agreement applies to the following:
1.1 Resco MobileCRM is a mobile extension for Microsoft Dynamics CRM that comprises:
1.1.1 Resco MobileCRM Application is a native mobile application for Microsoft Dynamics CRM with cross-platform support.
1.1.2 Resco MobileCRM Woodford is a customization and administration tool.
1.2 End User Integrated Product is a final mobile solution based on Resco MobileCRM implemented by Partner.
2. Terms and Conditions
2.1 End User’s Rights:
(a) use the Resco MobileCRM Application.
(b) use the Resco MobileCRM Woodford.
2.2 Restrictions:
(a) End User must ensure that the Resco MobileCRM is not distributed in any form other than internally across the End User’s workforce.
(b) End User may not (and may not allow anyone else to) distribute Resco MobileCRM with open synchronization through the online application stores, such as Apple AppStore, Windows Phone Marketplace or Android Market unless End User has obtained written consent from Resco.
(c) Decompile, reverse engineer, or otherwise attempt to derive the source code for Resco MobileCRM.
(d) End User must ensure that they are licensed properly according to Microsoft Dynamics licensing. Resco is not responsible for any breach of proper licensing.
2.3 Copies:
If End User makes backup or archival copies of a Resco MobileCRM or Documentation, they must reproduce all copyright, trademark, and other notices that appear on the original copy.
2.4 Transfers and Assignments:
End User may not transfer or assign the license rights to any other affiliate or person in any manner (by assignment, operation of law or otherwise) unless they have obtained written consent from Resco. If End User attempts to transfer or assign any of End User’s license rights without Resco’s consent, the transfer or assignment will be ineffective, null, and void (and End User will be in material breach of this agreement).
2.5 Resco’s Rights
Resco shall have the right to perform an internal audit at End User’s premises to control the total number of deployed mobile devices. End User shall be informed about the date of the internal audit at least 10 business days prior to the audit.
3. Delivery
Partner will deliver the Resco MobileCRM along with the corresponding Documentation and License Keys to End User by EST except where prohibited by law.
4. NO WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, OR OTHER MATERIALS OR INFORMATION PROVIDED BY US.
5. LIMITATION OF LIABILITY, EXCLUSIONS
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS AGREEMENT, ANY SERVICES, OR ANY OTHER MATERIALS OR INFORMATION WE PROVIDE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
6. FORCE MAJEURE
Neither Party shall be in default for delay or failure to perform caused by an Act of God or of a governmental body, or any other cause reasonably beyond its control. Upon occurrence of such an event, prompt notice shall be provided to the other Party and the performance of its obligations by the affected Party shall be suspended for the duration of this event of Force Majeure. The Parties shall use their best efforts to mitigate the effects of such an event of Force Majeure and to resume performance of the Agreement at the earliest opportunity. However, if performance is suspended for a period exceeding fifteen (15) days, the Party will meet each other in order to define the adequate solutions to be carried out. In the event that the performance cannot be resumed despite of the carry out of the alternative solution, either Party will have the right to terminate this Agreement as of right.
7. MISCELLANEOUS
This Agreement constitutes the parties’ entire agreement concerning the subject matter hereof, and supersedes any other prior and contemporaneous communications. All notices, authorizations, and requests given or made in connection with this Agreement shall be sent by email or facsimile to the addresses indicated by both parties. Notices shall be deemed delivered on the date shown on the email or facsimile confirmation of delivery. End User may not assign this Agreement without Resco’s written consent, which consent shall not be unreasonably withheld. This Agreement shall be governed by the laws of the Slovak Republic, not including its “conflict of laws” provisions. Any dispute arising out of or under this Agreement shall be brought before the courts of the Slovak Republic, situated in the city of Bratislava, unless mutually agreed otherwise. Notwithstanding this, this choice of forum provision shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall amend the Agreement to give effect to the stricken clause to the maximum extent possible. No waiver of any breach of this Agreement shall be interpreted as a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Resco reserves the right to make changes, including changes in price, benefits, and terms and conditions as defined in this Agreement at any time.