BY CHOOSING „GET ACCESS“ OPTION OR BY USING CLEAN START DEMO SERVICE (“CLEAN START DEMO” OR THE “SERVICE”) OR OTHERWISE ACCESSING THE SERVICE PROTECTED BY THE TERMS AND CONDITIONS (THE “TERMS OF SERVICE”) STATED HEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF SERVICE HEREUNDER AND AGREE TO BE BOUND BY THEM.
IF YOU DO NOT AGREE TO THE TERMS BELOW, YOU MAY NOT USE CLEAN START DEMO SERVICE.
1. SUBJECT MATTER AND CONTENT
These Terms of Service constitutes a legal agreement between you, as a legal entity or representative of such legal entity (the “User”) and UAB 1ClickFactory (“1ClickFactory”) (as context require, further, collectively the User and 1ClickFactory can be also referred as the parties and each individually – as a party).
1ClickFactory, according to the Terms of Service set forth herein, grants to the User a limited right as specified in section 8 to use 1ClickFactory Clean Start Demo Service allowing the Partner to experience Microsoft Azure demo environment before the purchase of the commercially available version thereof.
In addition, 1ClickFactory may provide you with variety of other resources, including information about 1ClickFactory and other services, download areas and any other data accessible on 1ClickFactory website, including but not limited to text, graphics, trademarks, logos, pictures, visual interface, agreements, automated tools, proposals, sales and marketing toolkits (hereinafter collectively referred to as the “Content”).
2. CLEAN START DEMO SERVICE
These Terms of Service only covers Clean Start Demo Service defined herein and provided by 1ClickFactory and does not cover any additional service not stated herein or not belonging to 1ClickFactory and any and all modifications, enhancements and other changes to Clean Start Demo Service made by any third party.
Clean Start Demo Service is the Service provided only for trial purposes available for NAV 2013 or later systems with databases size up to 20 GB. Any deliverables related thereto can be changed at any time and provided on 1ClickFactory discretion. Anticipated deliverables (not earlier than in one week after 1ClickFactory receives the User’s database and not earlier than one week before the User’s demo meeting date (provided in the registration form):
- Migrated data to standard newest version of Dynamics 365 Business Central on-prem provisioned on Microsoft Azure demo environment to be accessed with 1 web client user (super user rights), valid for 30 days
- Optional (based on 1ClickFactory discretion): Upgrade proposal via 1ClickFactory Upgrade Analyzer and/or Hosting proposal.
Out of scope of Clean Start Demo Service: Custom data migration, custom functionality migration, migrated database, upgraded code.
3. DATA YOU PROVIDE
When you are required to fill in any request form, you must complete the registration or request process by providing 1ClickFactory with complete and accurate information and follow the process as indicated in the form.
By submitting the data You warrant that you have rights to provide information, data, tools, code, etc. (hereinafter referred to as “Information”) required for 1ClickFactory to provide the Service and/or for you to use 1ClickFactory website. You warrant that such Information shall not infringe any confidentiality obligations, trade secrets, copyrights, trademarks or any other third-party rights.
You hereby agree to defend, indemnify and hold 1ClickFactory harmless from and against any and all claims, costs, charges and expenses (including legal costs) which arise directly or indirectly out of or relate to your breach of third-party rights, even after the termination of these Terms of Service.
Any technical proprietary data you provide us with when using the Service is stored on 1ClickFactory or Microsoft servers and used only for provision of Service. This may also include preventing, detecting and repairing problems affecting the operation of 1ClickFactory website and the improvement of features that involve the detection of, and protection against, emerging and evolving threats to the users.
We use secure encrypted channel via the internet for transition of files. You have a right to request us to destroy and delete any or all proprietary data of yours or your customer from 1ClickFactory used servers and we shall be obliged to do so within 3 (three) working days after the receipt of such written request.
4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
5. DISCLAIMER – DEMO VERSION
CLEAN START DEMO SERVICE MAY CONTAIN DEFECTS AND BUGS AND A PRIMARY PURPOSE OF THIS SERVICE IS TO PRESENT CERTAIN FUNCTIONALITIES OF MICROSOFT AZURE ENVIRONMENT THAT CAN BE USEFUL TO THE USER, ALLOWING THE USER TO EXPIERENCE DEMO VERSION OF THIS SERVICE BEFORE TAKING DECISION TO PURCHASE IT. THIS DEMO SERVICE IS AVAILABLE FOR FREE WITHOUT ANY GUARANTIES REGARDING ITS FUNCTIONALITY OR CORRECTNESS. THE USER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF SERVICE AND ACCOMPANYING MATERIALS AND REPORTS. OTHER THAN STATED HEREIN, 1CLICKFACTORY PROVIDES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
1CLICKFACTORY DOES NOT WARRANT THAT 1CLICKFACTORY WEBSITE OR THE CONTENT HEREIN WILL BE ERROR, OR VIRUS FREE AND YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO MAKE ADEQUATE PROVISION FOR PROTECTION AGAINST SUCH THREATS, UNLESS OTHERWISE STATED IN LICENSE AGREEMENT, IF ANY. BY USING THE SERVICE YOU HEREBY ACKNOWLEDGE THAT 1CLICKFACTORY DOES NOT CONTROL THE TRANSFER OF THE DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. 1CLICKFACTORY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
1ClickFactory may expose various limitations on 1ClickFactory Clean Start Demo Service (for example, define the size for uploaded objects). User hereby acknowledges and understands that non-compliance with certain limitations may affect the quality of 1ClickFactory Clean Start Demo Service and any outcomes.
Clean Start Demo Service is protected by copyright laws, trademark laws, and other laws regarding trade secrets and intellectual property rights. 1ClickFactory retains all copyrights and other intellectual property rights to Clean Start Demo Service and all copies, parts and translations hereof.
Except as provided in the Terms of Service or certain license agreement, no part of 1ClickFactory website and no Content may be copied, reproduced, republished, localized, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without 1ClickFactorys’s express prior written consent.
If any Content is made available to you without license agreement, then you may use the Content for purposes of internal use only. All rights not expressly granted under these Terms of Service or separate agreements are reserved by 1ClickFactory.
1ClickFactory and all other names and logos reflecting 1ClickFactory’s business are trademarks owned by 1ClickFactory. 1ClickFactory does not give permission to use such trademarks without prior 1ClickFactory’s consent, and such use may constitute an infringement of intellectual property rights.
Neither the company name of 1ClickFactory nor its trademarks shall be used to identify your business and shall not be incorporated into any trading name, logo or trademark of yours.
Third party logos, trademarks, service marks placed on 1ClickFactory Website are the property of their respective owners. Unless stated otherwise, 1ClickFactory does not grant any license to use such logos, trademarks or service marks.
8. GRANT OF RIGHTS
1ClickFactory hereby grants the User at no charge a limited, non-exclusive and non-transferable right without the right to sublicense to use Clean Start Demo Service under the terms and conditions stated herein (i) to use the Clean Start Demo Service with the related documentation solely for purposes of trial and evaluation (ii) to upload database in 1ClickFactory provided Microsoft Azure environment for 1 (one) period explicitly for the personal purpose to experience Service demo environment before its purchase.
The User will be granted specific limited term not longer than 30 days to access its account on 1ClickFactory base. After expiration of this term, the User shall not have any further rights to use the 1ClickFactory Clean Start Demo Service. The use of generally commercially available version will be subject to separate terms and conditions thereunder. However, 1ClickFactory does not guarantee that 1ClickFactory Clean Start Demo Service will contain fully the same functionality as the commercial version thereof.
1ClickFactory reserves the right, in its sole discretion, to change, suspend or discontinue all or any portion of Clean Start Demo Service at any time without any prior notice.
1ClickFactory is under no obligation to provide technical support under the terms of this license and provides no assurance that any specific errors or discrepancies in the Clean Start Demo Service will be corrected.
11. ADDITIONAL RESTRICTIONS AND LIMITATIONS
The User is not entitled to reverse-engineer, disassemble or decompile 1ClickFactory tools constituting Clean Start Demo Service or in any other way attempt to investigate and discover the source code or the structural framework of 1ClickFactory tools constituting the Clean Start Demo Service.
The User is not entitled to sell, assign, distribute, license, rent, lease, lend out or in any other way transfer accessible to or outcome of the Clean Start Demo Service or any rights granted hereto or to disclose outcome of the Clean Start Demo Service to any third party without the prior written consent of 1ClickFactory.
12. CONFIDENTIAL INFORMATION
Confidential information is any data or information that is of value to one or both of the parties and is not generally known to either party's competitors, which includes, but is not limited to, trade secrets, processes, outcome of and feedback on Clean Start Demo Service, source code, object code, specifications, designs, programs, product development, software packages and related documentation, technical know-how, concepts, ideas, methods and procedures of operation, business and marketing plans, proposals, financial information, reports and communications, customer lists, employee lists, data, as well as the nature and results of the either party’s research and development activities, and all other materials or information related to the business or activities of the parties which are not generally known to others engaged in similar businesses or activities and provided by using Clean Start Demo Service ("Confidential Information").
Information shall not be considered to be Confidential Information nor subject to this confidentiality agreement if it can be demonstrated: (a) to have been rightfully in the possession of the receiving party from a source other than disclosing party prior to the time of disclosure of said information to the receiving party (b) to have been in the public domain prior disclosure; (c) to have become part of the public domain after disclosure by publication or by any other means except an unauthorized act or omission on the part of the receiving party; (d) to have been supplied to the receiving party after the disclosure without restriction by a third party who (to the actual knowledge of the receiving party) is under no obligation to the disclosing party to maintain such information in confidence; (e) to have been independently developed by the receiving party prior to the disclosure, or (f) disclosed pursuant to legal requirement or order of a court of competent jurisdiction or government agency.
With respect to this confidentiality undertaking and any Confidential Information supplied in connection hereto and designated by the parties as confidential, parties agree to: (i) protect the Confidential Information in a commercially reasonable and appropriate manner consistent with applicable professional standards; (ii) use Confidential Information only for the purposes stated under these Terms of Services; (iii) reproduce Confidential Information only as required to effect the purposes stated hereunder; and (iv) Parties shall make sure that their respective employees and/or subcontractors shall keep retained Information confidential on the same terms as set forth herein.
Subject to the foregoing, the parties may disclose Confidential Information to their affiliates or third parties if parties deem commercially reasonably necessary to complete the work under this confidentiality agreement.
Upon termination of Service hereunder or upon demand, whichever is earliest, parties shall destroy all of the retained Confidential Information (including any copies or reproduction thereof).
In addition to foregoing, the User agrees that all Confidential information will be used by the User only in connection with its performance of its respective rights and obligations under this confidentiality agreement and shall not be disclosed to any third party by the User or used in any unauthorized way in any commercial venture, directly or indirectly, including, without limitation, market surveys, compilation or publication of data in any aggregated format or copying, modifying and distributing any confidential information to any third party, except as may be authorized by 1ClikFactory or required to be disclosed by law or court order. Confidential information shall not be used by the User in any manner to compete with or assist in competing with 1ClickFactory.
The User hereby agree that all previous confidentiality agreements between the parties, expressed or implied, shall not be applicable to Clean Start Demo Service.
13. NO WARRANTY
IT IS UNDERSTOOD BY THE USER THAT THE USE OF THE 1CLICKFACTORY CLEAN START DEMO SERVICE IS AT THE USER’S SOLE RISK. 1CLICKFACTORY CLEAN START DEMO SERVICE IS PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." IT IS UNDERSTOOD BY THE USER THAT CLEAN START DEMO SERVICE HAS NOT BEEN THOROUGHLY TESTED AND MAY CONTAIN DEFECTS AND THAT 1CLICKFACTORY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING ITS USE, PERFORMANCE, OPERATION, APPLICATIONS PORTABILITY BETWEEN SUBSEQUENT DEMO VERSIONS AND FINAL VERSION OR SUPPORT. IT IS FURTHER UNDERSTOOD BY THE USER THAT NO COMMITMENT EXISTS ON THE PART OF 1CLICKFACTORY TO PROVIDE CLEAN START DEMO SERVICE IN A CONDITION SUITABLE FOR USE. FURTHER, 1CLICKFACTORY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OF THE USE OF 1CLICKFACTORY CLEAN START DEMO SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO USE OF THE 1CLICKFACTORY CLEAN START DEMO SERVICE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
14. LIMITATION OF LIABILITY
The User has the sole responsibility and liability for the selection and use of Clean Start Demo Service, as well as the results and outcome of the use of Clean Start Demo Service.
1ClickFactory shall not be liable for any direct or indirect damages, including, but not limited to incidental, special, punitive, exemplary or consequential damages, arising from or connected with this agreement or the User’s use of Clean Start Demo Service (including, without limitation, damages for loss of business profits, business interruption, loss of business data and information or other pecuniary loss) and arising out of the use of or inability to use Clean Start Demo Service, even if 1ClickFactory has been advised of the possibility of such damages.
1ClickFactory will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by 1ClickFactory or another party due to someone else using your account or password. You may not use anyone else's account without the permission of the account holder.
The User agrees to defend, indemnify, and hold harmless 1ClickFactory from all liabilities, claims, and expenses, including attorneys’ fees that arise from the User’s use of the Clean Start Demo Service.
16. TERM AND TERMINATION
These Terms of Service will automatically expire on the expiration date of the User’s access to its web account, provided by 1ClickFactory, unless earlier terminated as set forth below in this paragraph.
This Service usage agreement shall terminate automatically, without notice, if the User fails to comply with the terms hereunder. 1ClickFactory reserves a right to terminate your access to any or all parts of 1ClickFactory website or Service at any time without additional notice.
Upon any termination of Service or this agreement, the User shall discontinue use of Clean Start Demo Service and destroy all outcome and all copies of outcome of Clean Start Demo Service and documentation related to Clean Start Demo Service the User has obtained or made.
17. DISPUTE RESOLUTION
The Terms of Service shall be governed by the substantive laws of the Kingdom of Denmark.
The parties shall endeavor to solve all disputes or disagreements through negotiations between the managing directors of the parties. If the dispute or disagreement cannot be resolved through negotiations, the dispute or disagreement shall be referred to mediation.
If the parties have not been able to agree on the appointment of a mediator within fourteen (14) days after either party has requested mediation, the parties agree that the mediator shall be appointed by the “Mediationsinstituttet”, the Danish Mediation Institute (www.mediationsinstituttet.com), after request for initiation of mediation was filed by either party and mediation shall be performed in accordance with the Rules of Procedure of the Danish Mediation Institute applicable at the time when such proceedings are commenced. Mediation shall take place in Copenhagen, Denmark. The costs of the mediator shall be shared equally between the parties. Mediation shall not affect the right of a party to initiate arbitration proceedings in accordance with the provisions below or to take any other legal steps stated herein.
If the mediation proceedings are terminated without a settlement, the dispute shall be finally settled by the Danish Institute of Arbitration in accordance with the Rules of Simplified Arbitration Procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall consist of 1 (one) arbitrator. The seat of arbitration shall be in Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.
18. GENERAL PROVISIONS
Whenever possible, each provision of these Terms of Service shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of these Terms of Service shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of these Terms of Sevice that shall continue in full force and effect.
19. OWNERSHIP OF 1CLICKFACTORY WEBSITE
1ClickFactory Website is owned by 1ClickFactory, UAB, with its headquarters at Christianhusvej 193, 2970 Hørsholm, Denmark, registered address at Sporto str. 7A, Vilnius, Lithuania, enterprise code: 302299771.
20. CONTACT DETAILS
You may contact 1ClickFactory regarding any matter at firstname.lastname@example.org. We will do our best to respond to any of your enquiries within 24 (twenty-four) hours during business days.