Terms and Conditions – Creakom Business Solutions | Data Verification Package

1. General 
1.1 Object of these terms and conditions of licensing
The following terms and conditions shall apply for the provision and utilization of the solution by Creakom Business Solutions | Data Verification Package including any updates. This software is based on Microsoft Dynamics 365 Customer Engagement.
They shall not apply for any additional services such as installation, integration and adaptation of the software.
With installation or usage of Creakom Business Solutions | Data Verification Package you accept these terms and conditions.

1.2 Confidentiality and Data Protection
The parties of the contract mutually agree to treat all information and documentation as well as materials (in particular software and stored data) with no expiration as confidential or secret, as long and to the extent that it is not proven public knowledge. Such confidential information, which is characterized by a contractor as confidential or secret, must also be treated as a business or trade secret. Also, the contractual parties guarantee that all their employees, representatives, or agents that they engage to fulfill this contract shall treat such information as confidential.
Excluded by this regulation is the legitimate request for information by official agencies, such as supervisory authorities, law enforcement agencies or courts.
In accordance with this contract, Creakom Business Solutions will process relevant personal data in strict accordance with the German federal data protection act.
The regulations in this paragraph shall remain valid even after the expiration of this contract.

1.3 Reference
The customer grants Creakom Business Solutions the right for mentioning the customer's company name and company logo for marketing purposes.

1.4 Modifications, Supplementary Agreements, and Severability clause
Amendments to this agreement must be made in writing. Verbal agreements are not seen as valid.
If any provision or provisions of this contract shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In the place of the invalid or unenforceable provision, a reasonable provision shall apply which insofar as legal possible comes closest to fulfilling the original intention of the parties to the contract had they considered this point upon conclusion of the contract. The preceding provisions apply accordingly in the case that the contract is incomplete.

2. License
The software will be or was provided to you following the software license contract as a subscription license (The licensing shall be for a limited period. After expiration of this period your usage rights shall end with immediate effect.).

3. Licensing
3.1 Licensing
Creakom Business Solutions | Data Verification Package shall be licensed per Microsoft D365 CRM organization. 

3.2 Requirements for Operation
For operating Creakom Business Solutions | Data Verification Package minimum one user license with administrator rights is required in the Dynamics 365 CRM tenant. This user license is used for Creakom Business Solutions | Data Verification Package to perform functions and operations. It can be used contemporaneously by customers for other purposes.

4. Utilization rights
You shall have the right to produce necessary backup copies of the software, and to use copies on test systems.
You shall have the right to adjust the software to your needs. However, Creakom Business Solutions shall not be responsible for issues that might occur as a result of these adjustments and shall not be responsible to provide support for these adjustments.
The utilization rights shall also be valid for companies associated with you in accordance with the definition in sections 15 et seq. AktG (German Companies Act).
The utilization rights shall only be valid in the country of destination agreed according with the software license contract. If a separate agreement has not been entered into, the utilization rights shall only be valid for the territory of the Federal Republic of Germany.

5. Forwarding/transfer to third parties
You may only transfer a perpetual license to a third party in a uniform manner, and only if the third party completely and finally ceases to use it himself/herself. The temporary or partial transfer of utilization to a third party free of charge is not permitted.
The forwarding of the software to a third party requires a written approval by Creakom Business Solutions. This approval will not be refused if 
(i)	you have confirmed in writing that all existing copies have been forwarded to such third party and that any existing backup copies have been deleted and 
(ii)	if the third party has declared in writing towards Creakom Business Solutions his/her approval of the terms and conditions of licensing as agreed herein. Certain fees may apply forwarding the license to a third party.
Upon transfer to the third party, all of your utilization rights shall cease to apply.
You are not permitted to transfer a subscription license to a third party independent of the kind and manner or duration.

6. Defects of material and defects of title
Creakom Business Solutions warrants that the software, at the time of transfer of the risk and if used as intended, has the contractually agreed characteristics. The software shall be deemed to be defective if it deviates from the agreed characteristics to a more than insignificant extent and/or if it infringes upon third party property rights in the Federal Republic of Germany or in the country of destination expressly agreed between the parties.
With the provision of updates, the liability for defects is limited to the new features of the updates towards the actual present version.
In case of defects, Creakom Business Solutions shall fulfil his warranty obligations by providing rectification. Creakom Business Solutions shall have the right to, at his option, either provide you with a new version of the software, which is free of defects, or to eliminate the defect. A defect shall also be deemed to have been eliminated if Creakom Business Solutions demonstrates to your reasonable possibilities of avoiding the consequences of the defect.
Warranty claims must be asserted to Creakom Business Solutions in writing and should include as detailed a description as possible of the symptoms occurred. You shall provide reasonable support to Creakom Business Solutions in the elimination of the defect and shall in particular comply with the measures and suggestions by Creakom Business Solutions for the purpose of eliminating the defect.
Should two attempts at rectification fail, you shall have the right to set an adequate period of grace for the elimination of the defect. In this context you shall expressly declare in writing that you reserve the right to withdraw from the contract and/or to claim damages should rectification fail again.
Guarantees assumed by Creakom Business Solutions must be provided in writing in order to be valid.
The warranty period shall be 6 months from the date of deliver, unless agreed otherwise.

7. Liability
1)	In all events of contractual and non-contractual liability Creakom Business Solutions shall render indemnity solely within the scope of the following limitation
a)	In the event of intentional acts or gross negligence the full amount as well as with absence of a condition which was guaranteed by Creakom Business Solutions.
b)	In other events of a negligent breach of essential contractual obligations only. In this case Creakom Business Solutions shall only be liable for damage which is foreseeable. In this case the liability is limited to the sum of EUR 50,000.00 per event, and to a total sum of not more than EUR 100,000.00.

2)	The limitation of liability with definition in section (1) shall not apply to liability for personal damage nor to liability under the Produkthaftungsgesetz (German product liability act).

3)	Liability according to for consequential damage, such as loss of profits and indirect damage shall be excluded.

4)	In no case will the liability exceed the purchase price of the software or the value of Creakom Business Solutions liability insurance.

5)	In the event Creakom Business Solutions is found to be culpable for the loss of data, Creakom Business Solutions liability is limited to the expenses for the copying of the backup copies and for the reconstruction of data which would be lost also in case of regularly backups. The customer shall be responsible for making backup copies. The customer is obliged to make backup copies of their data at least once a day. Failure to comply with this obligation is deemed to be contributory negligence.

8. Property rights
Unless you have expressly been granted specific rights, all rights to the contractual software, in particular copyrights, trademark and other property rights, shall rest exclusively with Creakom Business Solutions.

9. Updates (Enhancement Plan)
Should Creakom Business Solutions, within the framework of enhancement or servicing work, provide you with amendments or a new edition of the solution Creakom Business Solutions | Data Verification Package (updates, upgrade) which replaces the previously provided software, such amendments or new editions shall be subject to the present terms and conditions without an additional agreement being required.
Shipment shall usually be by remote data transfer.
Creakom Business Solutions reserves the right to decide on the operational surroundings in which the updates may be used, and, if necessary, to change the permitted hardware and software prerequisites or configurations for updates. Modifications of the system requirements or the operational surroundings for updates are usually necessary in order to adapt the software to the continuous technological developments, thus ensuring that the software products are kept on a state-of-the-art level. In such cases, it is your obligation to create the system conditions required in order to use the updates.
Updates are always compatible with the computer programs pursuant to No. 1 of these terms and conditions for licenses. For updates, this compatibility does, however, not comprise potential configurations and programming adaptations implemented in order to adapt the computer program to the License's requirements. The creation of this compatibility shall be the object of a separate agreement to be concluded if necessary.
Services regarding installation, training in the application of the updates and consultancy services are not comprised in the scope of performance and can be ordered separately.
Updates for a perpetual license may be terminated upon 6 months notice with effect as per the expiry of the update period specified in the invoice for the previous year. However, the termination shall be effective earliest with expiry of the contractual agreed update period.
The right to receive updates for a subscription license shall expire with expiry of the license.

10. Expiry of utilization rights, termination for cause
If your utilization right expires, you shall delete all copies and versions, unless you are obligated by law to store them for a longer period of time.
No. 4 above shall remain unaffected.
Should you materially infringe upon the agreed utilization rights or upon Creakom Business Solutions property rights, Creakom Business Solutions shall have the right to terminate the utilization rights to the software for cause. This requires an unsuccessful reminder with setting an adequate period of grace.

11. Governing law, place of jurisdiction, partial invalidity
The governing law shall be the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Munich, Germany, has been agreed as the place of jurisdiction.
Should one or several of the provisions above be invalid, whether entirely or in part, this shall not affect the validity of the remaining provisions.