Red Maple Press, Inc.

End User Subscription Agreement

THIS IS A LEGAL AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) BETWEEN THE PERSON OR ENTITY WHO PURCHASED THIS SOFTWARE (“LICENSEE” or “YOU”) AND RED MAPLE PRESS, INC. (“RED MAPLE”) EFFECTIVE AS OF THE EARLIER OF THE DATE OF (I) CLICKING “AGREE AND CONTINUE” (II) INSTALLATION OR (III) DATE OF FIRST USE (“EFFECTIVE DATE”).  BY THE EARLIEST OF CLICKING “AGREE AND CONTINUE” OR INSTALLING THE FILES OR USING THE SOFTWARE, YOU AGREE AND ARE SUBJECT TO THE LICENSE TERMS SET FORTH BELOW.  IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOU MUST NOT CONTINUE THE INSTALLATION PROCESS OR USE THE SOFTWARE.  YOUR CLICKING “AGREE AND CONTINUE,” INSTALLATION AND/OR USE OF THE SOFTWARE SIGNIFIES AND CONSTITUTES YOUR ACCEPTANCE OF THIS SUBSCRIPTION AGREEMENT.  A COPY OF THIS AGREEMENT IS ALSO AVAILABLE AT WWW.REDMAPLE.COM/LICENSE.

YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO CONTRACTUALLY BIND THE LICENSEE AND THAT YOU ARE ENTERING INTO THIS SUBSCRIPTION AGREEMENT ON ITS BEHALF. IF YOU DO NOT HAVE THIS AUTHORITY, YOU SHOULD DESTROY ANY COPY OF THE SOFTWARE IN YOUR POSSESSION AND NOTIFY RED MAPLE IMMEDIATELY.   IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT, RETURN THE SOFTWARE AND ACCOMPANYING DOCUMENTS TO RED MAPLE.

1.           Scope of the License

1.1         License Grant

1.1.1    Red Maple hereby grants to the Licensee, a non-assignable, non-transferable and non-exclusive right to use the Software for the Initial Term and any renewal term purchased by You, in executable form to access only one production Database at any one time in the territory designated in connection with Your subscription (herein called the “Territory”).  If no Territory has been designated, then the Territory shall be the U.S.  This Software is licensed by Red Maple, not sold.  To use the Software, Licensee must activate the license for the Software by entering a properly issued License Files/Code as prompted by the Software.  Licensee’s failure to correctly follow activation procedures is a material breach of this Subscription Agreement.

1.1.2    The Licensee is granted the right to use the Software by the following users: 1) All Internal Users, including Internal Users of the Subsidiaries, and 2) External Users, but only for the purpose of accessing and modifying the Licensee’s data. Thus, the Licensee shall have no right whatsoever to allow such External Users to use the Software for bookkeeping of their own or other parties’ data. Apart from the situations stated in this Section 1.1.2, the Licensee shall have no right to grant access to the Licensee’s or any third party’s data by means of the Software.  Licensee acknowledges and agrees that the Software and results obtained from the Software are solely for Licensee’s internal use. Licensee assumes all risk in relation to the use of the Software.  The price for Advanced Credit Cards for Retail for Microsoft Dynamics™ 365 Finance & Operations (D365 F&O)  is based on the number of licensed “Devices” (or such successor terminology for licensing as designated by Microsoft).  Adv. Workflow Microsoft Exchange eMail Client for Microsoft Dynamics™ is priced per named user and a license to Advanced Workflow for Microsoft Dynamics™ 365 F&0 is required.  Unless otherwise stated in Your Invoice, the price for any other Software purchased under this Subscription Agreement is per one (1) AX serial number and each Unified Operation Plan Users (or subsequent terminology for licensing as designated by Microsoft) . Additional Internal Users or External Users result in an additional per seat subscription fee.  Licensee is solely responsible for purchasing adequate per seat licenses by reviewing the applicable Order Form and shall contact Red Maple if additional per seat licenses are needed.

1.1.3    To the extent that the Licensee permits the Internal Users to access and use the Software as set forth in Section 1.1.2, it shall be the sole responsibility of the Licensee to ensure that the Internal Users do not violate the terms and conditions of this Subscription Agreement, and the Subsidiaries are legally bound to honor the terms and conditions stated in this Subscription Agreement prior to granting the Subsidiaries and their respective Internal Users access to the Software. Where the Licensee fails to fulfill this obligation, it shall be deemed a breach of this Subscription Agreement, and such breach shall entitle Red Maple to terminate this Subscription Agreement for cause as further provided in Section 7.2 in addition to all other remedies available to it in law or equity.  Licensee agrees to indemnify and hold Red Maple, and its directors, employees, affiliates, agents, suppliers, and the like and their respective directors, employees, affiliates, agents, suppliers, and the like harmless against any claim(s) or damages (including attorney fees, costs, damages, judgments, and expenses) based on misuse of the Software, violation of law or any breach of this Subscription Agreement by Internal Users or External Users.

1.2         Activation.  You must activate the Standard License for the Software by entering a properly issued License Files/Code as prompted by the Software and as otherwise instructed by Red Maple.  Your failure to correctly follow activation procedures is a material breach of this Subscription Agreement.

1.3         Functions

1.3.1    The Software is a standard product, and it shall be the responsibility of the Licensee alone to ensure that the functions in the Software fulfill the Licensee’s requirements.

1.3.2    The Licensee shall have the right to adjust, translate or otherwise modify the Application Code of the Software to the extent that such adjustment or modification is required for the use of the Software stipulated in this Subscription Agreement, and to the extent that the Licensee has acquired and actually paid for the tools to perform such adjustment or modification where this is required by Red Maple.  All such adjustments, translations and/or modifications shall be the property of Red Maple.

1.4         Updates.  You will receive product Updates concurrently with general release to other end users during your Subscription Term, without additional charge.  In connection with the implementation of Updates, Red Maple shall not represent or warrant that the Licensee will be able to make full use of any adjustments or other modifications created as components in the Application Code of the Software.  If an Update is distributed that is a new instance of the underlying Software (as opposed to an add-in), Licensee may no longer use the Software that formed the basis for Licensee’s Update eligibility and the license for that prior instance of the Software shall be deemed immediately terminated upon installation of the Update in a production environment. 

1.5         Permitted Copying.  The Licensee shall have the right to make copies of the Software for the following purposes only: 1) one (1) copy for archival or backup purposes, and 2) one (1) copy for development and test purposes so long as such development version does not access Database to process Licensee data for financial analysis purposes.  The use of the stated copies of the Software is subject to the terms and conditions stated in this Subscription Agreement.

1.6         Audit.  Licensee must retain its authorization to use the Software at a specified level. That level may be measured, for example, by the number of servers, processors or Internal Users and is set forth in the Licensee’s Order Form.  Licensee agrees that on Red Maple’s request an executive officer of the Licensee will certify in writing compliance with the terms of this Subscription Agreement, including use of the Software only on or in connection with the number of processors or users for which Licensee has purchased a subscription.  Licensee further agrees that Red Maple may during normal business hours and with reasonable prior notice, request and gain access to Licensee’s premises for the limited purpose of conducting an inspection to determine and verify Licensee’s compliance with this Subscription Agreement and Licensee’s level of authorized use.  The inspection will be conducted no more than once per year and in a manner not intended to disrupt Licensee’s business and will be restricted in scope and duration to that reasonably necessary to achieve its purpose.

1.7         Compliance with Law. 

1.7.1    Licensee agrees to use its best efforts to assure that: any use, adjustment, translation and modification by Licensee shall neither:  (a) infringe on or violate any copyright, patent, or any other proprietary right of any third party; (b) violate any applicable law, regulation or third party right; nor (c) contain any obscene or defamatory materials, information, data or content, as such may be finally determined by a court of competent jurisdiction.

1.7.2    Licensee’s performance of this Subscription Agreement shall comply in all material respect with, and neither contravene, breach nor infringe, any laws or regulations of the United States and that of any Territory.

2.           Fees. 

2.1     Licensee shall pay the fees set forth on the Order Form.  Fees shall be payable on the Effective Date of this Subscription Agreement and all fees for renewal terms shall be due and payable on each anniversary of the Effective Date.  Amounts not paid when due shall bear interest at 1.5% per month, or the highest non-usurious rate permitted under applicable law, whichever is less.  If Partner (or Red Maple) is required to take legal action to collect any overdue amount, Licensee shall also pay reasonable costs of collection, including reasonable attorney fees.

2.2        In this Subscription Agreement, all references to currency shall be references to the lawful currency of the United States of America.  Any and all conversions shall be based on the exchange rate published in the Wall Street Journal on the date each payment is due.

 2.3        All Fees paid by Licensee to Red Maple hereunder shall be inclusive of all excise and customs duties, costs, expenses, and other similar taxes imposed by any governmental authority relating to the export of the Software, and all withholding taxes that may be required by either the Territory or the United States government under the relevant tax laws and treaties, all of which taxes shall be paid by Licensee.  All Fees paid by Licensee to Red Maple hereunder shall be exclusive of all sales, goods and services, use and other similar taxes imposed by any governmental authority concerning the use of the Software in accordance with this Subscription Agreement, all of which taxes shall be paid by Licensee.

 

3. Intellectual Property Rights

3.1         Licensee agrees not to remove or modify any copyright, trademark, patent, or other proprietary notices that appear, on, in or with the Software.  The Software and all derivatives thereof are protected by United States copyright, patent and trademark law and rights granted by international treaties related to intellectual property rights.  The Software is copyright © 2001-2016 Red Maple Press, Inc.  All rights reserved.  Any disregard of Red Maple’s or its licensor’s rights, including inappropriate access to the Software which might render copying of License Files/Codes to the Software possible for third parties or use of the Software following the expiration of the Subscription Term, shall be deemed to be a material breach of this Subscription Agreement and shall entitle Red Maple to terminate this Subscription Agreement for cause as further provided in Section 7.2 in addition to all other remedies available to it in law or equity.

3.2         Licensee assigns any interest it may be deemed to possess in any such Software or such derivative works to Red Maple and will assist Red Maple in every reasonable way, at Red Maple’s expense, to obtain, secure, perfect, maintain, defend and enforce for Red Maple’s benefit all intellectual property rights with respect to the Software and Software derivative works.

3.3         The Licensee shall not break or change any License Files/Codes nor shall the Licensee reduce the Software to human readable (or source code) form, reverse engineer, disassemble, manually copy, or decompile the Software, except where and only to the extent that such operations are permitted according to mandatory, statutory legislation, and the Licensee shall comply with that legislation in all respects; provided that the foregoing shall not limit the rights of Licensee under Section 1.3.2.

3.4         Licensee shall not at any time during or after this Subscription Agreement assert any claim or interest in or do anything which may adversely affect the validity or enforceability of any copyright, trademark, patent, or other proprietary right of Red Maple.  Unless otherwise agreed to between the parties, Licensee will not:  (i) register, seek to register, or cause to be registered any intellectual property of Red Maple without Red Maple’s prior written consent; or (ii) allow Red Maple intellectual property to be used by others, without Red Maple’s prior written consent.

4. Proprietary Information. 

4.1         The Software shall be deemed proprietary information (herein called “Proprietary Information”) of Red Maple including, without limitation the Application Code, concepts, architecture, software programs, routines, subroutines and formulas included therein.  Licensee shall maintain all such Proprietary Information in strict confidence and shall not use any Proprietary Information or disclose it to others during the Subscription Term or subsequent to termination of this Subscription Agreement.  The obligations of this Section 4.1 shall not apply to information that (i) is or becomes part of the public domain through no act or omission of the Licensee; (ii) was in the Licensee’s lawful possession prior to the disclosure and had not been obtained by the Licensee either directly or indirectly from Red Maple; or (iii) is lawfully disclosed to the Licensee by a third party without restriction on disclosure.  Licensee agrees to return to Red Maple, or to destroy, any and all Proprietary Information received pursuant to this Subscription Agreement, together with all copies that may have been made, promptly upon termination of this Subscription Agreement. 

4.2         The Licensee acknowledges and agrees that, due to the unique nature of Proprietary Information, there can be no adequate remedy at law for breach of this Section 4 and that such breach would cause irreparable harm to the Licensee.  Red Maple shall thus be entitled to immediate injunctive relief, the granting of which shall not be subject to or conditioned upon the posting of a bond or other security, in addition to whatever other remedies Red Maple might have at law or in equity, in the event of an actual or threatened breach of this Section 4 by the Licensee or its employees or agents.

5.   Warranty Limitations

5.1         THE LICENSE IS GRANTED TO THE SOFTWARE “AS-IS”. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS.  THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE.  RED MAPLE MAKES NO WARRANTIES WITH RESPECT TO THE PROGRAM, ANY COMPONENTS THEREOF, OR OTHER GOODS OR SERVICES PROVIDED BY RED MAPLE, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AGAINST INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE.

5.2         THE SOFTWARE DOES NOT TAKE THE PLACE OF ACCOUNTING OR OTHER PROFESSIONAL SERVICES PROVIDERS.  RED MAPLE MAKES NO WARRANTY AS TO THE ACCOUNTING SUFFICIENCY OR ACCURACY OF ANY DOCUMENT OR OTHER MATERIAL PRODUCED BY THE SOFTWARE.

6.  LIMITATION OF LIABILITY

6.1         IN NO EVENT SHALL RED MAPLE BE LIABLE FOR ANY LOSS OF ANTICIPATED PROFIT, LOSS OF DATA, DAMAGE TO RECORDS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (COLLECTIVELY “LOSSES”) (WHICH FOR PURPOSES OF THIS SUBSCRIPTION AGREEMENT SHALL BE DEEMED TO INCLUDE, BUT NOT BE LIMITED TO THE LOSS OF GOODWILL, OR ANY OTHER LOSS AS A CONSEQUENCE OF ANY KIND OF BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT OR THE USE OR PERFORMANCE OF THE PROGRAM OR SERVICES CONNECTED THERETO EVEN IF RED MAPLE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS IN CONTRACT OR TORT. ACCORDINGLY, THE LICENSEE CANNOT CLAIM, DEMAND OR SEEK RECOVERY FROM RED MAPLE FOR ANY OF THE FOREGOING LOSSES AND RED MAPLE WILL NOT INDEMNIFY THE LICENSEE FOR SUCH CLAIMS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RED MAPLE DISCLAIMS ANY PRODUCT LIABILITY AS A CONSEQUENCE OF LOSS OR DAMAGE TO PROPERTY WHICH, IN VIEW OF ITS NATURE, IS NORMALLY INTENDED FOR COMMERCIAL USE.

6.2         IN NO EVENT SHALL RED MAPLE’S CUMULATIVE LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF THE TOTAL FEES ACTUALLY PAID TO RED MAPLE BY LICENSEE FOR ITS SUBSCRIPTION TO THE SOFTWARE WITHIN THE LAST SIX MONTHS OR THE SUM OF $50,000, WHICHEVER IS LESS. 

6.3         NO ACTION, WHETHER BASED IN CONTRACT, STRICT LIABILITY, OR TORT, INCLUDING ANY ACTION BASED ON NEGLIGENCE, ARISING OUT OF THIS SUBSCRIPTION AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER SUCH CAUSE OF ACTION ACCRUED, EXCEPT THAT AN ACTION FOR NONPAYMENT MAY BE BROUGHT WITHIN TWO YEARS OF THE DATE OF THE LAST PAYMENT.

6.4         RED MAPLE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ADJUSTMENTS OR OTHER MODIFICATIONS IN ANY PROGRAM CONNECTED TO THE SOFTWARE OR FOR ANY SERVICE AND SUPPORT OF THE SOFTWARE PERFORMED BY THE LICENSEE ITSELF OR PROVIDED BY THIRD PARTIES OR PARTNERS OF RED MAPLE. FURTHER, RED MAPLE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DEFECTS WHICH ARE A CONSEQUENCE OF EXTERNAL FACTORS, INCLUDING OTHER PROGRAMS, OR A CONSEQUENCE OF THE INTEGRATION OF OR INTERACTION BETWEEN THE PROGRAM AND THE LICENSEE’S OWN HARDWARE AND SOFTWARE ENVIRONMENTS.

6.5         WHERE ANY LIABILITY HAS BEEN LIMITED IN THIS SUBSCRIPTION AGREEMENT, SUCH LIMITATION SHALL HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN SOME JURISDICTIONS, MANDATORY, STATUTORY LEGISLATION DOES NOT ALLOW SUCH EXCLUSION OR LIMITATION OF LIABILITY WHICH MAY ENTAIL THAT THE LIMITATIONS STATED HEREIN DO NOT APPLY TO THE LICENSEE, EITHER IN WHOLE OR IN PART.

7.   Term and Termination

7.1         Term.  The term of this Subscription Agreement shall be one (1) year commencing on the Effective Date (the “Initial Term”), unless the Initial Term is extended or this Subscription Agreement is otherwise terminated as provided below; provided that thereafter the term of this Agreement shall automatically renew for one (1) year renewal terms until either party provides the other party with at least thirty (30) days prior written notice of termination (such renewal terms collectively with the Initial Term, referred to herein as the “Subscription Term”).

7.2         Due to Expiration.  This Subscription Agreement and the license granted hereunder shall terminate upon the expiration of the Subscription Term.

7.3         Termination by the Licensee.  The Licensee shall have the right to terminate this Subscription Agreement with at least sixty (60) days’ notice prior to the termination of the then current Initial Term or renewal term. The Licensee shall not be entitled to a refund of the paid subscription fee upon such termination.

7.4         Termination by Red Maple.  In the event of the Licensee’s breach of this Subscription Agreement or any change in control or insolvency of Licensee, Red Maple shall have the right to terminate this Subscription Agreement immediately with written notice in addition to all other remedies under law or in equity.

7.5         Effect of Termination.   Upon such termination, the Licensee shall promptly cease using the Software and promptly delete and erase and destroy the Software, including all and any copies thereof.   Red Maple shall have no obligation to refund any paid subscription fees whatsoever.

7.6         Survival.  Sections 3, 4, 5, 6, 7, 8 and 10 and any other terms of this Subscription Agreement which, by their nature, extend beyond this Subscription Agreement will survive the termination or expiration of this Agreement. 

8.  Applicable Law and Jurisdiction.

8.1         THIS SUBSCRIPTION AGREEMENT SHALL BE DEEMED TO HAVE BEEN ENTERED INTO AT RED MAPLE’S LOCATION IN THE STATE OF TEXAS, U.S.A., REGARDLESS OF THIS PLACE OR PLACES OF SIGNING (INCLUDING ELECTRONIC SIGNING) BY THE PARTIES HERETO OR THE ORDER OF THEIR SIGNING. THE LAWS OF THE STATE OF TEXAS, EXCLUDING ITS CONFLICTS LAWS, SHALL GOVERN THIS SUBSCRIPTION AGREEMENT THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, THE ENTIRE RELATIONSHIP BETWEEN THE PARTIES HERETO, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT.  This Subscription Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.  This Subscription Agreement is performable in Kendall County, Texas.  Any lawsuit or other legal proceeding between the parties shall be brought only in the civil district courts of Kendall County, Texas, or the United States District Court for the Western District of Texas, San Antonio Division. The parties hereby consent to the personal and exclusive jurisdiction and venue of these courts.  Each of the parties expressly waives any and all objections such party may have to venue, including, without limitation, the inconvenience of such forum, in any of such courts.  If you are located outside the United States, then the following provision applies:  Les parties aux présentes confirment leur intention que cette convention ainsi que tous les documents afférents soient redigés dans la langue anglaise.  (Translation:  “The parties confirm that this agreement and all related documentation is and will be in the English language.”)

8.2         Section 8.1 does not prevent Red Maple from seeking or obtaining injunctive relief or other extraordinary relief in any courts with jurisdiction. To the extent permitted by applicable law, Red Maple may take concurrent proceedings for injunctive relief in any number of jurisdictions.

9.  Acceptance. 

By signing this Subscription Agreement, the Licensee hereby expressly accepts that any customer-specific information received by Red Maple on the basis of the contractual relationship regulated by this Subscription Agreement, i.e. concerning the Software, including Serial No., Nace Code, Name of Licensee, Address, Tel. No., Fax No., E-mail Address, URL, Contact Name and the name of the Licensee’s supplier, may be used internally within the Red Maple Group only for the purpose of internal administration of the license to the Software.

10.  Other General Terms.

10.1      Entire Agreement.  This Subscription Agreement set forth the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Subscription Agreement.

10.2      Amendments.  This Subscription Agreement may not be amended, modified or superseded, unless expressly agreed to in writing by both parties.  The parties acknowledge and agree that the terms of this Subscription Agreement will govern any subsequent renewal terms including any Updates provided by Red Maple, unless Red Maple has provided You with an updated subscription agreement in advance of the initiation of the next renewal term in which case You agree that the terms of that agreement will govern any subsequent renewal term and that by Red Maple delivering the new subscription agreement and Licensee accepting such terms by continuing to use the Software that this Subscription Agreement shall be deemed amended, modified and superseded by such updated subscription agreement.

10.3      Validity and Severability.  If any provision of this Subscription Agreement is held to be illegal, invalid or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, so as to reflect the original intent of the parties, and such provision shall not affect the legality and validity of the other provisions.

10.4      Export Restrictions.  Licensee may not export or re-export the Software in violation of the export laws of the United States, or the applicable laws of any other jurisdiction.  Among other things, U.S. laws provide that the Software may not be exported or re-exported to certain countries that are embargoed or restricted, or to certain restricted persons.  Embargoed and restricted countries currently include, but may not be limited to, Cuba, Iran, Libya, North Korea, Syria and Sudan.  LICENSEE SHALL INDEMNIFY AND HOLD RED MAPLE HARMLESS IN CONNECTION WITH ANY BREACH OF THIS SECTION.

10.5      Waiver.  If either party does not exercise, or delays exercising, a right or remedy provided by this Subscription Agreement or by law, that failure or delay will not amount to a waiver of that right or remedy by that party. The fact that a party does exercise a right or remedy provided by this Subscription Agreement or by law does not prevent that party from exercising that right or remedy again, or exercising another right or remedy.

10.6      Independent Contractors.  The parties are independent contractors, and this Subscription Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties. No party has the power to bind the other or incur obligations on the other’s behalf.

10.7      Electronic Execution in Counterparts.  This Subscription Agreement may be executed in counterparts including via acceptance of this Subscription Agreement by License via clicking “Agree and Continue” or otherwise electronically, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument.  An electronic transmission of your acceptance of this Subscription Agreement or other electronic transmission shall be legal and binding on you. 

10.8      Notices.  All notices, requests or other communications required or permitted to be given hereunder shall be sent by registered mail, postage prepaid, facsimile, or electronic mail to the Licensee at its address designated by you in connection with Your subscription or to such other address as may from time to time be notified by either party to the other and to Red Maple at Red Maple Press, Inc., Attn:  Legal, 108 Oak Park, Boerne, Texas 78006, Fax:  830.331.9691. Notices shall be deemed received upon actual receipt.

10.9      Force Majeure.  Neither party shall be held liable for any damage sustained by the other party as a direct or indirect consequence of the non-performing party being delayed, prevented or hindered in the performance of its obligations under this Subscription Agreement as a result of a force majeure situation. Force majeure situations include war and mobilization, catastrophes of nature, strikes, lock-out, fire, import and export regulations and other unforeseeable circumstances beyond the control of the party concerned.

10.10   Assignability.  The Licensee shall have no right to sell/rent out/lend or in any other way transfer, sublicense or in any other manner assign Your subscription to use the Software or any right or obligation under this Subscription Agreement to any third party without the prior written consent of Red Maple.  Red Maple reserves the right to transfer its rights and obligations under this Subscription Agreement in whole or in part to another company within the Red Maple Group or a third party.  Transfer in violation of this Subscription Agreement, in whole or in part, will be void ab initio.

10.11   Construction.  Where the context so admits, any reference to the singular includes the plural, any reference to the plural includes the singular, and any reference to one gender includes all genders.  In this Subscription Agreement, a reference to a Section is a reference to a Section in this Subscription Agreement.  The Headings of this Subscription Agreement are for convenience only and shall not constrain or affect its construction or interpretation in any way whatsoever.

10.12   No Third Party Beneficiaries.  Nothing express or implied in this Subscription Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.

11.  Definitions

11.1      “AOT Objects” shall mean any object referenced within the Application Object Tree (AOT) environment of Microsoft Dynamics™ AX.

11.2      “Application Code” shall mean the computer programming code for the Software, i.e. the specific functions, forms, tables and reports which form a part of the Software including X++ Code or any AOT Objects.  

11.3      “Authorized Users” shall be the number of users designated in connection with Your subscription in Your Invoice. 

11.4      “Common Control” shall mean (i) the  ownership,  directly  or  indirectly,  of more than          fifty percent  (50%) of the voting  equity  interest in an entity, and (ii) the ability,  directly or indirectly, to direct or cause the  direction  of the  management  and  policies of that entity, whether through ownership of voting securities,  by contract,  or otherwise.

11.5      “Database” shall mean a single computer or server upon which internal financial data of the Licensee is stored and which is accessed by the Software.

11.6      “Documentation” shall mean all and any electronic and written aids and specifications developed by Red Maple in relation to the Software, for which the Licensee has acquired the right of use from time to time in connection with their subscription to the Software, and any descriptions developed by Red Maple in relation to the Software.

11.7      “Error” shall mean any error, problem, or defect resulting from an incorrect functioning of Code, if such error, problem or defect renders the Code inoperable, causes incorrect results, or causes incorrect functions to occur when any such materials are used.

11.8      “External Users” shall mean all third parties for which the Licensee has acquired and paid for the right of use to limited functionality in the Software. Such third parties are persons who or entities which are not Internal Users (such as, but not limited to, the Licensee’s customers, suppliers and partners). 

11.9      “Internal Users” shall mean employees or contract workers working for the Licensee or the Licensee’s Subsidiaries or entities in Common Control with the Licensee (who are subject to written agreements with the Licensee to maintain the confidentiality, comply with the terms of this Subscription Agreement and respect the intellectual property of Red Maple) which have been authorized by the Licensee to use the Software in their work for the Licensee or the Subsidiary, and for which the Licensee has acquired and paid for the right of use to the Software.  The number of Internal Users is as set forth in Your Invoice. 

11.10   “License Files/Codes” shall mean the files/codes which, like a key, open the Software giving the Licensee access to use the Software.

11.11   “Invoice” shall mean the form presented to You electronically in connection with your entering into this Subscription Agreement.

11.12   “Partner”, if applicable, shall mean the Red Maple partner who sold Licensee the license pursuant to this Subscription Agreement.

11.13   “Red Maple Group” shall mean Red Maple Press, Inc., its subsidiaries and affiliated companies in common control with Red Maple Press, Inc., including any subsidiaries thereof.

11.14   “Software” shall mean those parts of the latest electronic unmodified standard version of Red Maple’s computer software program, including Updates and external components and certified solutions which have been integrated and delivered by Red Maple as a part of Red Maple’s computer software program, for which the Licensee maintains an active subscription, and any related Documentation, as are designated in the Invoice.

11.15   “Subsidiaries” shall mean entities controlled by the Licensee as a result of Licensee owning more than 50% of the outstanding equity interests of such entity for which the Licensee has acquired and paid for a subscription to the Software which were designated by You in connection with Your purchase of the subscription. 

11.16   “Updates” shall mean a new release of Software by Red Maple that provides additional performance, additional functionality, and/or accumulated software changes, Error corrections and improvements, which Red Maple provides to existing licensees from time to time to correct deficiencies in, and/or to improve or extend the capabilities of, the Software and it(s) operation. 

11.17   “X++ Code” shall mean Application Code written in Microsoft Dynamics™ AX.

 

By paying fees for this subscription or accessing this subscription, you are acknowledging your agreement to the EULA.