These terms of license constitute a binding contract between NOMADAWARE, S.L., located at Calle Stradella núm.1 - Bajo, 07013 Sa Vileta-Son Rapinya, Illes Balears, CIF number B16648305, registered in the Commercial Registry of Palma de Mallorca: Volume 2833, Folio 121, Sheet PM-87686, on October 31, 2019, and the client, whether an individual or legal entity, contracting the use of this application.

 

The client declares to be of legal age (over 18 years old) and to have the capacity to enter into this contract. They acknowledge, understand, and freely accept this agreement after being informed of the characteristics of this application or software.

 

1. DEFINITIONS

 

NOMADAWARE: The company developing the Open Entity app.

Application: Open Entity is an app oriented towards utilities, productivity, and connectivity sectors, integrated into Microsoft Business Central 365 SaaS. It allows multiple operations such as Copy-Paste, Execute Processes, create reports in Excel, Archive data, Export Entities, Requests to other Business Central Databases or Companies, Webhook Receptions, Data Replication and allows connectivity with other applications. Hereinafter referred to interchangeably as its name, software, or application.

Client: Individual or legal entity accepting this contract, thereby granted the right by NOMADAWARE to use the Software.

Language: The original language for the contract binding the parties is Spanish. However, NOMADAWARE may provide a translation into another language for informational purposes only, as a courtesy. In case of any dispute over interpretation, the Spanish text will prevail, and the Spanish version will be admissible as evidence.

 

2. OBJECT

 

The object is to regulate the terms under which the client accesses and uses the software owned by NOMADAWARE, and to establish their rights and obligations regarding it.

 

3. LICENSE SCOPE

 

The software, documentation, and files installed therein are the property of NOMADAWARE. NOMADAWARE distributes this software under license and grants the client only the right to use it on a non-exclusive basis, reserving all other rights. The client may only use the software as expressly authorized by this contract and may not sublicense it.

These terms also apply to any subsequent versions of NOMADAWARE's software (including updates or add-ons) and corresponding technical support services for this software, unless other terms apply to them. If so, those terms shall apply.

 

4. INSTALLATION, USE, AND LIMITATIONS

 

By accepting these license terms, the client is granted the following rights:

- They may install and use the software or updates provided by NOMADAWARE corporately.

- Their license to use the software under this agreement will continue for the duration of the subscription agreement.

The client, upon accepting this contract, must comply with the software's technical limitations, which only allow its use in certain ways. Therefore, they may not:

- Circumvent the software's technical limitations;

- Reverse engineer, decompile, modify, or disassemble the software;

- Make copies of the software or make it publicly available for others to copy;

- Rent, lease, lend, distribute, or assign the software (in whole or in part);

- Create derivative works or updates of the software or any part thereof;

- Incorporate into the software any component or microcode of any device manufactured by the client or another technology provider;

- Use the software for any illegal purpose contrary to the terms of this agreement;

- Use or export the software in violation of applicable laws or regulations or other relevant provisions;

- Grant sublicenses of the software, or allow its access and beneficial use by third parties;

- Transfer this software or this contract to third parties.

 

5. EFFECTIVENESS, DURATION, AND TERMINATION

 

This license shall enter into force upon the client's acceptance of the subscription contract.

The client may terminate the contract by notifying NOMADAWARE in writing, indicating non-renewal of the subscription service for the following period in force.

 

6. FUNCTIONAL TECHNICAL SUPPORT SERVICES

 

During the software subscription period, the User will have technical support for the application included, through ticket submissions to the developer, resolved in order of receipt. These tickets are automatically generated in our system upon ordinary receipt of emails to our support account support@nomadaware.com.

Functional support services do not include support or installations specialized in environments other than Business Central, although we may recommend trusted specialized companies if requested, depending on the User's needs.

 

7. OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES

 

7.1. Both the client and NOMADAWARE undertake to comply with all terms of the license/s and/or formalized contractual documentation applicable to them, acting in good faith. The client acknowledges that the application meets their needs and that NOMADAWARE has adequately informed them of its characteristics. This contract only grants the client some rights to use the application. NOMADAWARE reserves all other rights. Unless applicable law grants more rights despite this limitation, the client may only use the application as expressly permitted in this contract. In doing so, they must comply with the application's technical limitations that only allow it to be used in certain ways.

7.2. Accessing and using this license is the client's exclusive responsibility. Likewise, the client is fully responsible for the content, information transmitted and stored, claims from third parties, and legal actions that may arise regarding intellectual property, personality rights. The client is responsible for complying with the laws and regulations applicable to their activity for which they contract this license. NOMADAWARE is not responsible in any way, directly or indirectly, for any direct or indirect damage that the client may cause to third parties.

7.3. In using the contracted license, the client agrees to:

- Keep operational, active, and updated the email address provided for communications with NOMADAWARE, as it is the preferred means of communication for agile and fluid management in the provision of the service under this contract. If the client wishes to change the contact email address provided in the contracting form, they must request it from NOMADAWARE at the following email address: support@nomadaware.com, proving their identity as a client, so that communication between the contracting parties is never interrupted.

- Diligently maintain and use the access means to the software (username and password), as these are the means that allow NOMADAWARE to verify that accesses are authenticated by the client or by any authorized users. The client shall be solely responsible for the use of these identifiers and their communication, even to third parties, as well as for the actions and requests that authorized users, to whom they have granted necessary permissions, may make. NOMADAWARE will only provide access data to the duly accredited client.

7.4. The client has all mandatory guarantees provided by law.

7.5. While NOMADAWARE strives to offer high-quality products, we do not guarantee that our products are free from defects. Our software is provided as developed and you use the software at your own risk.

We do not offer any warranties regarding performance, merchantability, fitness for a particular purpose, or any other warranties, whether express or implied.

No oral or written communication or information provided by NOMADAWARE shall create a warranty.

NOMADAWARE shall not be liable for:

- The content or data entered into the software by clients; nor for third-party material accessible from possible links to third-party websites. Such content and activities are not attributable to NOMADAWARE as the publisher of the application, nor do they represent its opinion. We are not responsible for any software failures, nor for the loss of information that such failures may cause to the User or third parties, nor for software errors that may cause failures in both third parties and the user.

- Possible direct, indirect, or consequential damages from misuse of the software. Damages excluded by this clause include, among others, damage to your computer equipment or software, loss or damage to your business activities, accidental loss of data, or loss of profits or related business opportunities.

- Under no circumstances shall NOMADAWARE be liable for direct, indirect, special, incidental, economic, or any other kind of damages resulting from the use, misuse, or inability to use this software, even if NOMADAWARE has been advised of the possibility of such damages.

Likewise, NOMADAWARE is exempt from any liability arising from the non-operation of the client's email address or failure to communicate a change of address, as well as from any misinformation claimed by the client due to their own negligence in maintaining this data updated.

 

8. INTELLECTUAL PROPERTY

 

The software, documentation, and files installed therein are the property of NOMADAWARE. NOMADAWARE grants a license for the use of the App only temporarily and under the terms of this license and other applicable contracting conditions for this service, as well as additional documentation or other support accompanying this License.

NOMADAWARE expressly reserves all rights not granted to the client. The client is authorized only to use the application through authorized access (username / password) and to utilize the functionality provided in the contracted application in accordance with the terms of this license agreement. The rights granted upon acceptance of this license agreement apply to any updates, modifications, extensions of the application that replace and/or complement it.

This contract only grants the client some rights to use the application. If NOMADAWARE discontinues any functionality of the application following the product lifecycle, the client shall accept the system update on the terms set forth in the "modifications" section. In the event of non-renewal or non-payment of the service, all license rights associated with the client shall terminate.

 

9. MODIFICATIONS

 

NOMADAWARE may change or discontinue, at any time, any aspect or feature or technology of the software with prior notice.

NOMADAWARE reserves the right to modify, in any manner, the characteristics and conditions of its services and products, always in development and for their benefit. NOMADAWARE shall not be required to fulfill any formality other than informing the client with an online notice and/or incorporating this modification into the clauses of the applicable contractual conditions and/or sending it by email.

Notwithstanding the above, NOMADAWARE shall communicate these modifications as soon as possible for adaptation.

Upon receiving notification of the modification from NOMADAWARE, if the client does not agree with the new conditions, they have a period of 14 calendar days from receiving such communication to terminate this contract. After this period without communication to the contrary from the client, it shall be understood that they accept the new conditions.

 

10. DATA PROTECTION

 

In compliance with current data protection regulations, NOMADAWARE as Data Controller, informs:

The legal basis for processing client data is the contractual consent provided by the user/client.

Categories of processed data: those provided by the client when formalizing this contract including billing data, as well as others necessary for service management.

Purpose: In contracting services offered by NOMADAWARE, only personal data necessary for executing the contractual relationship and enabling the provision of services will be collected, as well as for sending commercial and advertising communications about these or similar services by NOMADAWARE, via postal mail, email, telephone, SMS, or other means indicated by the client, unless they expressly oppose at the time of contracting.

Data retention: NOMADAWARE will retain personal data for the time strictly necessary for the fulfillment of the aforementioned purposes. NOMADAWARE may duly block such data during the period in which liabilities could arise from its relationship with the client.

Data communication: In the performance of this contract, auxiliary services from providers to which NOMADAWARE communicates data (as data processors) are used. In the event of using auxiliary services from providers located outside the European Economic Area, an international data transfer is made; this means that the laws of these countries may differ from European laws regarding the recognition of rights or the absence of a supervisory authority managing or being responsible in this matter. The legal basis for these transfers is consent or legitimate interest.

Exercise of rights: The user may at any time exercise the rights recognized regarding their personal data, as well as revoke consent for the uses indicated above, through written communication stating the request or right exercised addressed to the domicile of NOMADAWARE or via email through support@nomadaware.com

If you believe that the processing of your personal data violates regulations, you may file a complaint: with the responsible parties at NOMADAWARE referenced above; or with the Spanish Data Protection Agency, at its postal address: C/ Jorge Juan, 6, Postal Code 28001, Madrid (Spain).

 

11. NULLITY

 

If any provision of the contractual conditions applicable to the client is declared null or void, in whole or in part, by any court or competent authority, the remaining provisions shall remain valid, unless the parties decide to terminate the contractual relationship at their discretion.

 

12. APPLICABLE LAW

 

In matters not provided for in these general conditions, as well as in the interpretation and resolution of conflicts that may arise between the parties as a result thereof, Spanish law shall apply.

If a conflict or difference arises between the parties in the interpretation and execution of the contractual conditions applicable to the client, and is not resolved by mutual agreement, it shall be resolved at the request of either party and after written communication to the other, through mediation under the terms of Law 5/2012, of July 6, on mediation in civil and commercial matters and its implementing regulations.

All the above shall be understood without prejudice to both parties submitting to the Courts and Tribunals of Palma de Mallorca, waiving their own jurisdiction, if different. In the case of consumers or users, the provisions of current procedural law shall apply.

 

13. CONSIDERATIONS

 

Microsoft AppSource is the store for business management applications developed by Microsoft partners for the Dynamics 365 ecosystem. They are solutions tested and approved by Microsoft Corporation for deployment in SaaS (Software as a Service), under a subscription regime, through their own infrastructure and security and continuous update policies.

During provisioning, deployment, billing, and support processes, client data (the subscribing company) will be securely and consentingly transferred to the providers necessary for the provision of the service. In any case, Nomadaware S.L. will be the Data Controller of personal data and will ensure compliance with the legitimacy principle stated on the Nomadaware Legal Notice web page.