Goom Software License Agreement

GENERAL TERMS AND CONDITIONS

These license terms represent the agreement between GOOM SPAIN SLU (also GOOM SPAIN) and the licensee and its subsidiaries.

BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, THE LICENSEE ACCEPTS THESE TERMS AND, IF REQUESTED, WILL RECEIVE THE RIGHTS DESCRIBED BELOW FOR EACH SOFTWARE LICENSE PURCHASED OR SUBSCRIBED. IF LICENSEE DOES NOT AGREE TO THE TERMS, NO DOWNLOAD, INSTALLATION OR USE OF THE SOFTWARE IS PERMITTED.

1. LICENSE MODEL

The software, not sold, is licensed to the licensee in one of the following ways:

- Perpetual license (s.c. "perpetual license"), perpetual rights of use upon payment
- Subscription (s.c "subscription license"), a non-exclusive, non-transferable, time-limited (usually 12 months) grant of rights of use.

In some cases, there may be a software maintenance agreement in addition to this.

2. LICENSE

2.1. Ownership

The software and related documentation are the property of GOOM SPAIN.

The use of any release, revision, enhancement, improvement, customization, as well as any technological update of the software, are governed by the contract and the general terms and conditions stipulated between the parties.

The agreement grants the Licensee the rights specified in 2.2), while GOOM SPAIN reserves all other rights, to the maximum extent permitted by applicable law. The Licensee may only use the Software in the manner described in the Agreement.

In case of subscription license of the software solution, GOOM SPAIN may suspend the use of the subscription if the licensee violates the usage criteria, stops payments or fails to respond to a claim related to an alleged violation. When deemed reasonable, GOOM SPAIN will inform the licensee of its intention to suspend the subscription.

Licensee's rights

All rights granted to the licensee under this agreement are non-exclusive and non-transferable and apply only on condition that neither the licensee nor any of its subsidiaries materially breaches this agreement.

By accepting these terms, the licensee has the right to:
- Install the software solution on a location, server, website or other storage tool.
- Make the software available and accessible to its users within the limits and quantities defined with GOOM SPAIN.
- Create passive failover instances of the system database on a temporary basis.
- In case of perpetual licensed software solutions, upon payment of the maintenance fee, receive updates of the solutions.
- In case of software solution license subscription, receive solution updates during the subscription term.

INSTALLATION AND USE RIGHTS:

This software requires to be connected to a communications network in order to perform the function for which it was developed. The software must be installed according to the system requirements defined by the SUPPLIER for the specific version to be installed. Failure to comply with the system requirements implies the loss of the rights granted by the software license.

CHARACTERISTICS:

Software features will depend on the version of the software that is installed. In addition, some features may not be available depending on your edition / version of Dynamics Solution.

Licensee prohibitions

Unless otherwise agreed in writing and authorized by GOOM SPAIN, the licensee is explicitly prohibited:

- Sell or assign the license to third parties.
- Rent, lease or lend the software, or use the software to provide hosting to third parties.
- Distribute (in whole or in part) any component of the software solution GOOM SPAIN.
- Creating derivatives of the software solutions GOOM SPAIN.
- Decoding, decompiling or disassembling GOOM SPAIN software solutions.
- Publishing software for others to duplicate.
- Redistribute copies of software that are incomplete, modified, reverse engineered or altered.
- Circumvent the technical limitations of the software.
- To use the software (total or partially) of forms not covered by this contract.

In case of infringement of any of the aforementioned prohibitions, the contract shall be automatically terminated with the loss of the right of use, and GOOM SPAIN shall be entitled to take appropriate legal action in defense of its interests.

3. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES

The licensee releases GOOM SPAIN from any liability for problems resulting from modifications made by the licensee, a partner or third parties acting on behalf of the licensee, or for any problems caused by third party hardware or software.

GOOM SPAIN is not obligated to provide technical or other support for changes made by the licensee, a partner or third parties.

GOOM SPAIN makes no representations, approvals, warranties, guarantees or assurances as to the suitability of the software for the licensee's business.

The Parties agree that GOOM SPAIN shall have no liability whatsoever with respect to any direct or indirect damage suffered as a result of the operation of the software in question.

GOOM SPAIN shall not be obliged to make any intervention when a new version of the same software has been officially released and Licensee has not installed it.

Except in the case of willful misconduct or gross negligence, GOOM SPAIN shall not be liable for any consequential damages (including any direct or consequential loss of profits ("lucro cessante")) or other damages arising indirectly from the supply of any goods or services under this agreement.

GOOM SPAIN shall not be liable for any delays in the provision of the services due to force majeure events, or for defaults and delays on the part of Licensee.

In any event, the parties acknowledge and agree that the maximum amount of damages recoverable under any title (contractual or otherwise) shall be equal to 30% of the consideration paid by Licensee pursuant to this Agreement.

4. SUSPENSION OF THE AGREEMENT

In case of late payments by the Client, with a delay of more than 15 (fifteen) days after the agreed due date, the administrative department of GOOM SPAIN will send a written request for payment by email.

In the absence of payment of the total amount due within the following 15 (fifteen) days, the administrative department of GOOM SPAIN will have the right, without prior notice, to autonomously carry out the recovery of your credit, which will be attended by GOOM SPAIN in accordance with the policies, requiring the suspension of services in case of continuous delays in payments.

In such a case, the consequences of any suspension shall be entirely borne by the Customer, to the exclusion of any liability of GOOM SPAIN.

5. WARRANTY

5.1 LIMITED WARRANTY

The software is provided and licensed "AS IS". Licensee accepts the risk of using it. GOOM SPAIN makes no express warranties or conditions. Local law may grant you additional consumer rights that cannot be modified by this agreement. To the extent permitted by local law, SUPPLIER excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Licensee shall notify GOOM SPAIN of any defects or non-compliance of the Software within three months of the relevant acceptance or by the terms of testing as set forth in the Offer.

Once the necessary assessments have been made, GOOM SPAIN may carry out the pertinent interventions, adopting the technical measures it deems appropriate at its sole discretion.

5.2 LIMITATION OF WARRANTY

The warranty does not apply to problems arising from the actions (or omissions) of the licensee or third parties, including, by way of example, modifications or implementations made by the licensee, a partner or third parties acting on behalf of the licensee, or events beyond the reasonable control of GOOM SPAIN.

5.3 CONSUMER RIGHTS

This agreement does not affect the licensee's consumer rights under local laws.

6. RIGHT OF WITHDRAWAL

In case of license subscription of the software solution, either party may terminate this contract by notifying the other party which shall be set forth in the contract.

In case of exercise of the right of withdrawal by Licensee, GOOM SPAIN shall be entitled to payment of the consideration due for the activities performed.

7. SUPPORT

GOOM SPAIN is responsible for providing support only in the presence of the latest version of the software containing the latest released updates.

7.1 SUPPORT LIMITATION

GOOM SPAIN will not provide any support:

- If the software is installed on an operating system not specified in the standard prescribed by GOOM SPAIN.
- In case of improper use of the solution and / or lack of training by the licensee personnel on the use of the solution.
- If the software was supplied or maintained by different persons not authorized by GOOM SPAIN.
- The hardware used to use the software does not meet the minimum requirements indicated by GOOM SPAIN.

8. GENERAL TERMS

8.1. The contract shall be governed by Spanish law.
8.2. Disputes that cannot be resolved amicably between the Parties shall be submitted to the exclusive jurisdiction of the Courts and Tribunals of Madrid.
8.3. In the event that some terms are unenforceable, the entire contract shall remain valid and enforceable in all other respects.
8.4. The contract will be considered concluded when any term described in the same one is violated, or the licensee stops using the software, or in case of cancellation of the subscription.
8.5. The terms of this agreement can only be modified by GOOM SPAIN and an updated version can be reviewed at https://www.goomspain.com/LicenceTerms. They represent the entire agreement between the licensee and GOOM SPAIN in relation to GOOM SPAIN software solutions.

© GOOM SPAIN