Southminds Extensions
End User License Agreement

This SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

This SOFTWARE PRODUCT is licensed, not sold.

This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Southminds B.V. (a company registered in the Netherlands, KvK number 92822142, herein referred to as “SOUTHMINDS”) with regard to the copyrighted Software (herein referred to as “SOFTWARE PRODUCT” or “SOFTWARE”) specified in this EULA. The SOFTWARE PRODUCT includes computer software, the associated media, any printed materials, and any “online” or electronic documentation. Use of any software and related documentation provided to you by SOUTHMINDS in whatever form or media, will constitute your acceptance of these terms, unless separate terms are provided by the software supplier, in which case certain additional or different terms may apply. If you do not agree with the terms of this EULA, do not download, install, copy, connect to or otherwise use the SOFTWARE. By installing, copying, connecting to or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, SOUTHMINDS is unwilling to license the SOFTWARE PRODUCT to you.

1. License Grant

SOUTHMINDS grants to you a personal, non-transferable and non-exclusive right to use the copy of the SOFTWARE referred to in this EULA. You agree you will not copy the SOFTWARE. You agree that you may not copy the written materials accompanying the SOFTWARE. Modifying, translating, renting, copying, transferring or assigning all or part of the SOFTWARE, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels or marks from the SOFTWARE is strictly prohibited. Furthermore, you hereby agree not to create derivative works based on the SOFTWARE. You may not transfer this SOFTWARE.

2. Copyright and Intellectual Property Rights

The SOFTWARE is licensed, not sold. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of SOUTHMINDS and/or its suppliers, and you will not acquire any rights to the SOFTWARE, except as expressly set forth above. All copies of the SOFTWARE will contain the same proprietary notices as contained in or on the SOFTWARE. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text and “applets,” incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by SOUTHMINDS or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.

3. Reverse Engineering

You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees, contractors and any other associates from attempting to reverse compile, modify, translate or disassemble the SOFTWARE in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license and the reversion of the rights granted hereunder to SOUTHMINDS.

4. Disclaimer of Warranty

The SOFTWARE is provided “AS IS” without warranty of any kind. SOUTHMINDS and its suppliers disclaim and make no express or implied warranties regarding merchantability, fitness for purpose, or non-infringement. The entire risk regarding quality and performance rests with you. Neither party warrants that functions will meet your needs or operation will be uninterrupted or error-free. SOUTHMINDS is under no obligation to provide updates.

5. Limitation of Liability

SOUTHMINDS’ total liability and your exclusive remedy shall not exceed the price paid for the SOFTWARE, if any. In no circumstance shall SOUTHMINDS or suppliers be responsible for consequential, special, incidental or indirect damages arising from software use or inability to use it, even if advised of damage possibilities or claims by third parties.

6. Rental

You may not loan, rent, or lease the SOFTWARE to any other party.

7. No Liability for Consequential Damages

In no event shall SOUTHMINDS or its suppliers be liable for any damages whatsoever (including, without limitation, incidental, direct, indirect special and consequential damages) for lost profits, business interruption, lost information, or pecuniary loss arising from software use or inability to use it, even if SOUTHMINDS was advised of such damage potential.

8. Indemnification By You

Should you distribute the SOFTWARE in violation of this Agreement, you agree to indemnify, hold harmless and defend SOUTHMINDS and its suppliers from any claims or lawsuits, including attorney’s fees that arise from such unauthorized distribution.

9. Microsoft Dynamics 365 Business Central (also older versions known as Microsoft Dynamics NAV)

Microsoft Software License Terms govern your use of Microsoft Dynamics 365 Business Central, including portions enabling the SOFTWARE to function with it, but not the SOFTWARE itself. Microsoft bears no responsibility for the SOFTWARE or its effects on system functionality. Upon breach or where SOUTHMINDS cannot provide appropriate support, you lose rights to receive SOFTWARE copies or supporting materials. Microsoft is a third-party beneficiary with enforcement rights and verification privileges regarding compliance.

10. Term and Termination

This Agreement and Software Licence remain effective until terminated. Immediate termination occurs upon non-compliance with any term, including failure to pay licensing fees. Upon termination you must: (a) cease SOFTWARE use, (b) de-install from workstations and servers, and (c) destroy or return storage media. Clauses 2, 3, 4, 5, 6, 7, 8, 9 and this Clause 10 survive termination.

11. Miscellaneous

Clause headings are for convenience only and do not affect interpretation. Written notice must be properly served by pre-paid postage to registered office or last known business address, deemed received 15 business days after posting domestically or 30 days internationally. SOUTHMINDS waiver of any breach does not constitute waiver of subsequent breaches. This Agreement constitutes the entire understanding and supersedes all prior agreements, whether written or oral, and may be amended only through written signatures of both parties. The Agreement shall be construed under the laws of the Netherlands, with the competent court in Haarlem, the Netherlands having exclusive jurisdiction, except SOUTHMINDS may pursue proceedings in other countries where injunctive relief is sought. If any provision becomes invalid or unenforceable, such provision is deleted while all other provisions remain in full force and effect.

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