Terms on End User License Agreement

This End-User License Agreement (“EULA”) is a binding agreement made on and as of this by and between The End Users and CyanSYS™ Pte Ltd, registered addressed 140 Paya Lebar Road #09-01 Singapore 409015 Singapore 159346 (“CyanSYS™”) regarding the use of the software (as defined herein). By using all or any portion of the software The End User accepts all the terms and conditions of this EULA.
CyanSYS™ PERMITS THE END USER TO USE THE SOFTWARE AND HARDWARE ONLY IN ACCORDANCE WITH AND SUBJECT TO THE END USER FULL COMPLIANCE WITH THE TERMS OF THIS EULA.

IF THE END USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, IT SHALL NOT USE OR COPY THE SOFTWARE. INSTEAD, IT SHALL PROMPTLY CONTACT CyanSYS™ FOR INSTRUCTIONS ON RETURN OF THE SOFTWARE IN ACCORDANCE WITH CyanSYS™ RETURN POLICIES. ANY USE OF THE SOFTWARE WILL CONSTITUTE THE END USER AGREEMENT TO THIS EULA.

The term “software” in this EULA shall mean the CyanSYS™ Singapore Localization App for Microsoft Dynamics 365 for Business Central, including, but not limited to (i) all of the contents of the files (provided either by electronic download, on physical media or any other method of distribution), disk(s), CD-ROM(s) or other media accompanied to this EULA; (ii) all related explanatory written materials or files (the “documentation”); (iii) upgrades, modified versions, updates and additions, if any, licensed to The End User by CyanSYS™ (collectively, the “updates”), and (iv) any permitted copies of the above.

1. Grant of License. Subject to The End User full compliance with the terms of this EULA grants The End User a non-exclusive, non-transferable, non-sub-licensable, single user license to use the software on a single server (if the software is server based) or a single personal computer (if the software is PC based) to support up to the number of simultaneous users for which The End User has paid the license fee, and to make one backup copy of the software (provided The End User backup copy is not installed or used on any server or computer).

2. Ownership. The End User has no ownership rights in the software. Rather, The End User has a license to use the software pursuant to the terms of this EULA as long as this EULA remains in full force and effect. Ownership of the software, documentation and all intellectual property rights therein shall remain at all times solely with CyanSYS™. Any other use of the software by The End User or by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this EULA.

3. Copyright. The software and documentation contain material that is protected by applicable copyright and trade secret laws and by international treaty provisions. All rights not granted to The End User herein are reserved to CyanSYS™. All copyright notices shall be maintained on the software, and The End User may not remove any proprietary notice of CyanSYS™ from any copy of the software or documentation. The End User may not copy the printed materials and documentation that accompany the software.

4. Updates. CyanSYS™, at its discretion, may provide updates to the software. All updates are provided to The End User on a license exchange basis. The End User agrees that by using an update The End User voluntarily terminate The End User right to use any previous version of the software. As an exception, The End User may continue to use previous versions of the software on The End User server or computer but only to assist The End User in the transition to the update, provided that: (i) the update and the previous versions are installed on the same server or computer; (ii) the previous versions or copies thereof are not transferred to another party, server or computer; and (iii) The End User acknowledges that any obligation that CyanSYS™ may have to support the previous versions of the software may end, at CyanSYS™ discretion, upon availability of the update.

5. Restrictions. This EULA is The End User proof of license to exercise the rights granted herein and must be retained by The End User. The End User must protect the software and documentation consistent with CyanSYS™ rights, including informing persons who are permitted access thereto in order to satisfy The End User obligations hereunder. The End User may not publish, display, disclose, sell, rent, lease, modify, loan, distribute, alter or create derivative works based on the software or any part thereof. The End User may not reverse engineer, decompile, translate, adapt, or disassemble the software, nor shall The End User attempt to create the source code from the object code for the software. The End User may not transmit the software over any network or between any devices, although The End User may use the software to make such transmissions of other materials. The End User may transfer the software to another server or computer The End User own as long as The End User only use the software on one server or computer at a time.

6. Limited Warranty and Liability. CyanSYS™ warrants that on the date sold, the software licensed hereunder shall be substantially free from defects in materials and workmanship under normal use and service and shall conform in all material respects to the specifications of the software and shall remain so for a period of 12 months from receipt, provided the software has been stored and used in accordance with ordinary industry practices and conditions. Any tampering, misuse or negligence in handling or use of the software renders the warranty void. Furthermore, the warranty is void if, at any time, The End User (or anyone on The End User behalf) attempts to make any internal changes to any of the components of the software. CyanSYS™ DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE FOREGOING EXPRESSES THE SOLE AND EXCLUSIVE WARRANTIES MADE BY CyanSYS™ IN REGARD TO THE SOFTWARE. CyanSYS™ GRANTS NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE END USER HEREBY WARRANT AND REPRESENT THAT CyanSYS™, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES, SHALL BE LIABLE FOR LOSSES, COSTS, PENALTIES, ATTORNEYS FEES OR FOR ANY EXPOSURE AND/OR LOSE OF DATA, FAILURE IN PROTECTING DATA, BUSINESS INTERRUPTION AND ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, TAXES AND PENALTY TAXES), WHETHER SUCH DAMAGES ARE SOUGHT IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY), EVEN IF THE END USER HAD NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. IF CyanSYS™ BREACHES ANY PROVISION OF THIS EULA, CyanSYS™ SOLE, EXCLUSIVE AND MAXIMUM AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE PRICE THE END USER PAID FOR THE LICENSE ON WHICH SUCH LIABILITY IS BASED.

7. Regulations. The End User hereby acknowledges that the software may be subject to Singapore regulations as may be amended from time to time, and The End User hereby agree to comply with all applicable export regulations as may be relevant to The End User and to the software.

8. Termination. This EULA is effective until terminated pursuant to the provisions of this Section 8. The End User may terminate this EULA at any time by destroying all copies of the software and documentation in The End User possession or under The End User control and in any event providing written notice to CyanSYS™ which would confirm that The End User has acted in accordance with the provisions hereof. CyanSYS™ may terminate this EULA if CyanSYS™ finds that The End User has violated the terms of this EULA. Upon notification of termination, The End User agrees to destroy or return to CyanSYS™ all copies of the software and documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to proprietary rights and limitation of warranty and liability shall survive the termination of this EULA.

9. Governing Law. This EULA will be governed by and construed exclusively in accordance with the substantive laws in Singapore, without regard to its conflict of law rules. The respective courts of Singapore, shall have exclusive jurisdiction over all disputes relating to this EULA.

10. General Provisions. (i) The captions of the sections of this EULA are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this EULA; (ii) The End User may not assign or transfer any rights or obligation in this EULA without the prior written consent of CyanSYS™. Any attempted assignment or transfer in violation of this Section will be deemed void; (iii) If any part of this EULA is found void and/or unenforceable, it will not affect the validity of the balance of this EULA, which shall remain valid and enforceable according to its terms (unless it renders the license contemplated hereby impracticable); (iv) Updates may be licensed to The End User by CyanSYS™ with additional and/or different terms; (v) Any waiver, modification or amendment of any provision of this EULA shall be effective only if in writing and signed by the parties hereto; (vi) No delay or omission by CyanSYS™ in exercising any right under this EULA shall operate as a waiver of that or any other right; (vii) Nothing in this EULA, express or implied, shall create or confer upon any person or entity, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities, except as expressly provided.