DYNAMICA LABS END USER LICENSE AGREEMENT FOR MS APPSOURCE APPS
Please read this agreement carefully. By checking any acceptance boxes, clicking any acceptance buttons, downloading the Software or simply by installing or making any use of the Software, the End User accepts this Agreement and agrees to be bound by each of its terms.
THIS AGREEMENT is made between:
•	Dynamica Labs (UK) Ltd, a company incorporated in England and Wales under company number 12468128, registered office address at 20-22 Wenlock Road, London, England, N1 7GU (the “Supplier”); and
•	A business entity wishing to use the Software (as defined below) (the “End User”)
for any software product, software package, software application, computer programs, widgets, solutions, CRM vertical solutions supplied by the Supplier (“Software”)
BACKGROUND
The End User wishes to use the Software and the Supplier wishes to grant to the End User a licence to use the Software on the terms of this Agreement. 
The Supplier licenses use of the Software to the End User on the basis of this Agreement. The Supplier does not sell the Software to the End User and remains the owner of the Software at all times.
THE PARTIES AGREE:
1. GRANT OF LICENCE
In consideration of the End User agreeing to abide by the terms of this Agreement and (where applicable) the payment by the End User of the agreed licence fee, the Supplier grants the End User a personal, non-exclusive, non-transferable, not resalable, revocable license to download, install, access, and use of the Software for the End User’s business purposes only.
2. USE OF THE SOFTWARE
2.1 Except as expressly agreed by the or as permitted by the relevant local laws, the End User’s shall not:
•	rent, lease, distribute, license, sublicense, sell, or otherwise deal in or encumber the Software;
•	translate, adapt, disassemble, reverse engineer, or decompile the Software (or any part of it), nor make any modifications, additions or enhancements to it;
•	combine, merge or otherwise permit the Software (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;
•	copy the Software (or any part of it), except where such copying is incidental to normal use of the Software, or where such back-ups as are reasonably necessary, provided that the End User keeps accurate and up-to-date records of such copying containing such information as Supplier reasonably requests;
•	use the Software on behalf of or make it available to any third party or allow or permit a third party to do so.
2.2 The End User shall:
•	keep all copies of the Software secure;
•	supervise and control use of the Software and ensure that the Software is used by any employees, representatives, and/or other authorized users in accordance with the terms of this Agreement;
•	not provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person (other than their employees, representatives, and/or other authorized users) without prior written consent from the Supplier; and
•	comply with all applicable technology control or export laws and regulations.
2.3 The End User acknowledges and agrees that each act or omission by any of their employees, representatives, and/or other authorized users will, for purposes of this Agreement, be deemed to be the End User’s act or omission. The End User shall be responsible and fully liable for any and all activities of their employees, representatives, and/or other authorized users.
3. TERM
3.1 This Agreement shall continue in full force until such time as it is terminated by either the Supplier or the End User.
3.2 This Agreement will terminate immediately if the End User breaches any term of this Agreement.
3.3 Further, in the event of a termination or expiration of any agreement between the Supplier and the End User, the End User's right to access and use the Software may also terminate or expire. 
3.4 If a subscription fee is paid for use of the Software (or its part), the End User may terminate this Agreement at any time by notifying the Supplier in writing prior to the first calendar day of the month in which the subscription is due to end. Upon receipt of the notice of termination from the End User, the license and the End User's access to the Software (or its paid-for part) shall expire on the last day of the month. The End User shall remain liable for payment of any fees that accrue before and including the last day of the relevant subscription.
3.5 On termination for any reason:
•	all rights granted to the End User under this Agreement shall cease;
•	the End User must immediately cease all activities authorised by this Agreement; and
•	the End User must immediately and permanently delete or remove the Software from all computer equipment in their possession, and immediately destroy or return to the Supplier all copies of the Software then in the Supplier’s possession, custody or control and, in the case of destruction, certify to the Supplier that the End User has done so.
4. FEES
4.1 The Software is currently made available to the End User on a no-cost basis plan, however nothing herein shall prevent the Supplier from electing to charge for the license and/or other fees to access and/or use the Software at any point in the future.
4.2 If the End User wishes to utilize the Software after the end of the no-cost basis plan, the End User must first agree an appropriate subscription plan with the Supplier and pay the applicable fee to the Supplier. The End User will generally be contacted on a reasonable notice to agree the subscription plan.
4.3 The Supplier will generally advise the End User about the preferred payment method for the agreed subscription plan – this may be a card payment or payment via a third-party payment provider, such as Stripe. If the End User wishes to make the payment using an alternative payment method (such as by bank transfer on the basis of an invoice issued by the Supplier), the End User should contact the Supplier to arrange this.
5. NO SUPPORT
The Supplier shall have no support obligations in respect of the Software hereunder. The Supplier and the End User may enter into a separate support agreement under its own terms.
6. LIMITS ON LIABILITY
6.1 The End User acknowledges that the Software may be provided as an extension or add-on to an existing third-party software or services already obtained or used by the End User. Where this is the case, the Supplier shall not be liable to the End User for any reduced functionality, malfunctioning or other issues of the Software caused by or in connection with the specification of the relevant third-party software/service licence (including its limits or features outside the scope of such licence),, nor for any reduced functionality, malfunctioning or other issues of the relevant third-party software/service.
6.2 THE SUPPLIER SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO THE END USER OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNATIVE OR CONSEQUENTIAL DAMAGES, CHARGES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SALES, BUSINESS, REVENUE, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, WASTED EXPENDITURE, LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION, ARISING OUT OF THIS AGREEMENT OR THE END USER'S USE OF THE APPLICATION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
6.3 IN ANY EVENT, THE SUPPLIER’S TOTAL LIABILITY TO THE END USER FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE END USER TO THE SUPPLIER UNDER THIS AGREEMENT DURING THE 3 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM.
6.4 Nothing in this Agreement shall limit or exclude the Supplier’s liability for death or personal injury resulting from their negligence, fraud or fraudulent misrepresentation, and any other liability that cannot be excluded or limited by English law.
6.5 This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Supplier. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
7. WARRANTY DISCLAIMER
7.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SUPPLIER’S SOFTWARE IS PROVIDED "AS IS" AND THE SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES.
7.2 THE SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE SOFTWARE AND ANY OTHER MATERIAL PROVIDED TO THE END USER BY THE SUPPLIER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SUPPLIER DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE, THAT ITS OPERATION WILL BE UNINTERRUPTED, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR THE END USER REQUIREMENTS.
7.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SUPPLIER MAKES NO WARRANTY AND PROVIDES NO ASSURANCE THAT THE SOFTWARE WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY AUTHORITY OR OTHER ASSOCIATION LICENSING AGENCY, WITHIN OR OUTSIDE OF THE UNITED KINGDOM.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All intellectual property rights in the Software anywhere in the world belong to us or the relevant third party (in case of third-party software). Except for the End User's licence to use the Software as expressly granted above, the End User shall not acquire in any way, any title, rights of ownership, or intellectual property rights of whatever nature in the Software or in any copies of it and no intellectual property rights of either party are transferred or licensed as a result of this Agreement.
8.2 The End User acknowledges and understands that the Software contains confidential and proprietary information and it shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of Supplier on or in the Software or any related materials and documentation. The End User has no right to access the Software in source code form.
9. CONFIDENTIALITY
9.1 In this section, “Confidential Information” means any proprietary information, technical data, including but not limited to, object code, sort code, technical and functional specifications, documented attributes of the Software which may be provided to the End User.
9.2 Each party agrees to treat as confidential all confidential information of the other party, not to use such confidential information for any purpose other than to the limited extent necessary to perform under this Agreement and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein.
9.3 Without limiting the generality of the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of confidential information disclosed to it by the other party.
10. UNAVAILABILITY OF SOFTWARE
The End User is responsible, at his sole cost and expense, for providing all equipment necessary to load and/or use the Software. While it is the Supplier's objective to make the Software accessible at all times, the Software may be unavailable from time to time for any reason including, without limitation, routine maintenance and/or bugs within the Software.
11. SEVERANCE
11.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
11.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.
12. FORCE MAJEURE
The Supplier shall not be liable to the End User for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
13. GOVERNING LAW
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
14. JURISDICTION
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).