Product: FileDrop Pro Publisher: Lift & Code Version: 1.0 Effective date: From first publication on Microsoft AppSource

This End-User Licence Agreement (“Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “Customer”), and Lift & Code (a brand of Kirlo Consulting, CVR no. 18803747, with registered address at Istedgade 105 2TV, 1650 Copenhagen V, Denmark) (“Lift & Code”, “we”, “us”), governing your use of the Microsoft Dynamics 365 Business Central extension FileDrop Pro (the “Software”).

By installing, accessing or using the Software, You agree to be bound by this Agreement. If You do not agree, do not install or use the Software.

1. Definitions

  • “Software” means the FileDrop Pro AL extension for Microsoft Dynamics 365 Business Central, including all source files, controls, page extensions, codeunits, JavaScript add-ins, translations, and accompanying documentation provided by Lift & Code through Microsoft AppSource.
  • “Tenant” means Your Business Central environment (production or sandbox) in which the Software is installed.
  • “Microsoft” means Microsoft Corporation and its affiliates that operate Microsoft AppSource and Microsoft Dynamics 365 Business Central.
  • “Documentation” means the user-facing help pages published by Lift & Code at https://liftandcode.com/filedrop-pro/help/.

2. Licence grant

Subject to Your compliance with this Agreement and payment of any applicable fees through Microsoft AppSource, Lift & Code grants You a non-exclusive, non-transferable, non-sublicensable, worldwide licence to install and use the Software in Your Tenant for Your internal business purposes for the duration permitted by Your AppSource subscription or purchase.

3. Restrictions

You shall not, and shall not permit any third party to:

(a) sell, rent, lease, sublicense, distribute, or otherwise transfer the Software to any third party; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the compiled binary form of the Software, except to the extent that applicable law expressly permits such activity notwithstanding this restriction; (c) modify, adapt, translate, or create derivative works of the Software, except where such modification is permitted through standard Business Central extensibility mechanisms (e.g. event subscribers in Your own extensions); (d) remove, obscure, or alter any copyright, trademark, or other proprietary notices contained in the Software; (e) use the Software in violation of any applicable law or regulation; or (f) use the Software to develop a competing product.

4. Ownership

The Software is licensed, not sold. Lift & Code and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. No rights are granted to You other than those expressly set out in this Agreement.

5. Updates and support

Lift & Code may from time to time release updates, patches, and new versions of the Software through Microsoft AppSource. Updates are subject to the terms of this Agreement unless accompanied by a separate agreement. Lift & Code provides technical support through support@liftandcode.com on a commercially reasonable basis during normal business hours (Central European Time, Monday–Friday, excluding Danish public holidays).

6. Data and privacy

The Software operates entirely within Your Tenant. Files dropped through the Software are stored as Incoming Document attachments inside Your Business Central database and are not transmitted to Lift & Code. Diagnostic telemetry, if enabled, is collected through Microsoft Application Insights and is governed by the Privacy Statement.

7. Disclaimer of warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. LIFT & CODE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ANY DEFECTS WILL BE CORRECTED.

This disclaimer applies to the maximum extent permitted by applicable law. Mandatory consumer rights under Danish law are not affected.

8. Limitation of liability

To the maximum extent permitted by applicable law:

(a) Lift & Code shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, arising out of or related to this Agreement or Your use of the Software, even if Lift & Code has been advised of the possibility of such damages.

(b) Lift & Code’s total aggregate liability under this Agreement, regardless of the form of action, shall not exceed the greater of (i) the fees paid by You to Microsoft for the Software in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred Euros (EUR 100).

(c) Nothing in this Agreement excludes or limits liability for (i) gross negligence or wilful misconduct, (ii) death or personal injury caused by negligence, (iii) fraud, or (iv) any other liability that cannot be excluded or limited by applicable Danish law.

9. Term and termination

This Agreement is effective from the date You first install the Software and continues until terminated. You may terminate this Agreement at any time by uninstalling the Software from all Tenants. Lift & Code may terminate this Agreement immediately upon notice if You materially breach it. Upon termination, all rights granted to You under this Agreement cease immediately and You must uninstall the Software. Sections 3, 4, 7, 8, 10, and 11 survive termination.

10. Governing law and jurisdiction

This Agreement is governed by the laws of Denmark, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Copenhagen, Denmark, save that Lift & Code may bring proceedings in any jurisdiction where You are located to enforce its intellectual property rights.

11. General

(a) Entire agreement. This Agreement, together with the Privacy Statement and any order placed through Microsoft AppSource, constitutes the entire agreement between You and Lift & Code regarding the Software and supersedes all prior agreements, communications, and understandings.

(b) Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

(c) No waiver. Failure by Lift & Code to enforce any right shall not constitute a waiver of that right.

(d) Assignment. You may not assign this Agreement without Lift & Code’s prior written consent. Lift & Code may assign this Agreement to a successor in connection with a merger, acquisition, or sale of assets.

(e) Relationship with Microsoft. Microsoft is not a party to this Agreement and has no obligations or liabilities to You under it. Your access to and use of Microsoft AppSource and Microsoft Dynamics 365 Business Central are governed by separate agreements between You and Microsoft.

(f) Amendments. Lift & Code may revise this Agreement from time to time. The revised version takes effect upon the next update of the Software You install. Continued use after an update constitutes acceptance of the revised Agreement.

12. Contact

Lift & Code c/o Kirlo Consulting Istedgade 105 2TV 1650 Copenhagen V Denmark CVR: 18803747

Email: support@liftandcode.com Web: https://liftandcode.com