End User License Agreement (EULA) for GiTS Products

  A software license grants the legal right to use a piece of software. This EULA is a legal binding agreement between You and Global Information Technology Solution , registration number 71707-01  (“GiTS” or “us” or “we” or “our“) with its principal place of business at Building 657,Office 71,Road 2811,Block 428,Al Seef, Kingdom of Bahrain for the use of the GiTS Software product that accompanies this EULA, including any associated media, printed materials and electronic documentation. The Software also includes any software updates, add-on components, web services and/or supplements that GiTS may provide to You or make available to You after the date You obtain Your initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install, access or use the Software.   YOU AGREE THAT YOUR USE OF THE SOFTWARE INDICATES THAT YOU HAVE READ THIS EULA; YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS PROVISIONS.  

Definitions and interpretation:

1.Definitions

In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

• “Affiliates” means any legal entity that directly or indirectly owns, is directly or indirectly owned by, or that is directly or indirectly under common ownership with a Party to this Agreement.
• “Agreement or EULA” means the GiTS Software End User License Agreement together with the annexures or addendums hereto, as well as all amendments thereto executed by the Parties.
• “Confidential Information” means any records, data, or information of any nature tangible or intangible, oral or in writing and in any format or medium, which is collected, received, processed, stored or transmitted by the Disclosing Party in any manner connected with this Agreement, or data which by its nature or content is identifiable as confidential and/or proprietary to the Disclosing Party and/or any third party, or which is provided or disclosed in confidence, and which the Disclosing Party or any person acting on his behalf may disclose or provide to the Receiving Party or which may come to the knowledge of the Receiving Party by whatsoever means, but Confidential Information excludes information or data which –

is lawfully in the public domain at the time of disclosure thereof to the Receiving Party; or subsequently becomes lawfully part of the public domain by publication nor otherwise; or becomes available to the Receiving Party from a source (other than the Disclosing Party) which is lawfully entitled to disclose such Confidential Information to the Receiving Party; or is disclosed pursuant to a requirement or request by operation of law, regulation of court order; but then only to the extent is disclosed and only in the specific instance and under the specific circumstances in which it is obliged to be disclosed, provided that the onus shall at all times rest on the Receiving Party to establish that such information falls within such exclusions;

• “Destructive Code” means any “viruses”, “trojan horses”, computer code, malware, instructions, devices or other materials designed to disrupt, disable, harm or otherwise impede in any manner the operation of any device, technology, services, data, storage media, programs, equipment or communications, or otherwise interfere with operations thereof;
  • “Disclosing Party” means a Party (including an Affiliate) to the extent that it discloses or has disclosed any Confidential Information to the other Party in terms of this Agreement or in relation to any engagement of the Parties prior to, but relating to this Agreement;
  • “Documentation” means any explanatory materials, such as user manuals, training materials, product descriptions, regarding the implementation and use of the GiTS Software that is provided by GiTS. Documentation is provided in printed, electronic or online form
  • “Dynamics 365 for Operations” means enterprise resource planning (ERP) system from Microsoft. The product is part of the Microsoft Dynamics family, and is the successor product to Microsoft Dynamics NAV, Microsoft Dynamics GP, and Microsoft Dynamics AX 2012.
  • “end user”means the individual or entity that is licensed or authorized to use the Software under this Agreement.
  • “Software” or “GiTS Software” means the GiTS Software that allows to integrate directly into Dynamics 365 for operations.
  • “force majeure” means any event beyond a Party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by GiTS vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors.
  • “Intellectual Property Rights” means any and all rights, title and interest, any know-how (not in the public domain); invention (whether or not patented); design, goodwill, trade name, trade mark (whether or not registered), or any material in which copyright subsists (whether or not registered), and all other identical or similar intellectual property as may exist anywhere in the world and any applications for the registration of such intellectual property;
  • “License Fee” means the fee paid to use the GiTS l Software;
  • “Party” or Parties” means you and us together;
  • “Personal Data” means any information relating to an identified or identifiable individual or is otherwise defined as ‘Personal Data’ under the Personal Data Protection law (PDPL). To the extent that the definition of ‘Personal Data’ under the applicable data protection laws is broader than the preceding definitions, that broader definition shall apply.
  • “Receiving Party” means the Party (and its Affiliates), other than the Disclosing Party, to the extent that it receives or has received disclosure of any of the Confidential Information from the Disclosing Party in terms of this Agreement, or in relation to any engagement of the Parties prior to, but relating to this Agreement;
  • “Support Services” means support regarding the Software if there are any.
  • “Term” means the period the Software is valid for unless terminated or extended by written agreement;
  • “You” means the legal entity that has agreed to this Agreement, your Affiliates, and each of your, and your Affiliates’ employees, contractors, agents and suppliers.

 

2.Acceptance:

By accessing, using or downloading the Software, you agree to our terms of use as set out in this Agreement. If You do not agree to this Agreement, you must not access the Software.

3.Grant of license

GiTS grants to You a limited, non-transferable, non-assignable license to download and use the Software for the Term, subject to the terms of this Agreement. We reserve all other rights. The rights granted to You are revocable which means that we can take back such rights. License restrictions You may use the Software in accordance with this license provided that You: (i) do not remove any proprietary notice language in any copies of the Software; (ii) use the Software only in accordance with this Agreement and you do not copy, transfer, post or broadcast the Software in any media; (iii) make no modifications to any of the content in Software, including reverse engineering, decomplication or disassemble of the Software, unless authorized by us in writing; (iv) do not make any additional representations or warranties relating to the Software. (v) may only use the Software for internal purposes; (vi) agree not to use the Software for any resale purposes; (vii) may not transfer your rights to use the Software to a third party. Only You are permitted access the Software and You shall not permit any other persons or other third parties to access the Software. (viii) are responsible for maintaining the confidentiality of any ID and password used to access the Software. (ix) not to use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Services or any operating system; (x) not to infringe our Intellectual Property Rights or those of any third party; (xi) not to transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App; (xii) not to introduce any Destructive Code into the App; (xiii) not to use the App in a way that could damage, disable, overburden, impair or compromise our systems, IT Facilities, security or interfere with other users;  

4.Fees and costs

As consideration for the license to use the Software, You shall pay the License Fee.  

5.Term

This Agreement shall commence on the Effective Date and shall continue for a period of 1 (one) year and 0 (zero) months, unless terminated earlier in accordance with its terms or extended by written agreement between the Parties.  

6.Disclaimer and limitation of liability:

Disclaimer of warranties As far as the law allows, the Software is provided to You on an “as is” and “as available” basis” and without any representation or warranty of any kind is given on behalf of GiTS or its licensors, whether express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. No warranty is made as to any particular features of the Software or that the Software will perform in conjunction with any other software or hardware.  Limitation of liability As far as the law allows, we will not be responsible to you (and we disclaim all liability) for any loss, liability, injury or damage (whether direct, indirect, incidental, special, punitive or consequential) whatsoever resulting from –

• any economic losses, loss of revenue, loss of profit, loss of opportunity or business as a result of downloading or use of the Software;
• any loss of goodwill or reputation as a result of downloading or use of the Software;
• any interruption or cessation of transmission to or from the Software, or technology used by You or us to download, provide or receive the Software;
• any Destructive Code which may be transmitted to or through the Software;
• any defect, fault, malfunction and/or delay in your device, or your IT facilities, hardware and/or software;
• any defect, failure, fault and/or delay in connectivity to the internet;
• any lost data arising out of the installation or use of the Software;
• the use of the Software in combination with any other software;
• any unauthorized access to or use of our IT facilities and/or any and all Personal Data stored therein.

whether based on warranty, contract, delict or any other legal theory, and whether or not we have been advised of the possibility of such loss, liability, injury or damages. We reserve the right to change, remove, suspend, or disable any or all content in the Software without notice or liability.  

7.Intellectual Property:

All Intellectual Property Rights in and to the Software or contained in any documents (in electronic form or otherwise) relating to the Software belong to us and/or our licensors. You do not have any Intellectual Property Rights in the Software, or in any improvements or variations that may be made to them.   You acknowledge that You will not –

• in any way represent that You have any rights of any nature (including Intellectual Property Rights) in any current and future Intellectual Property Rights belonging to us or any third parties featured on the Software;
• apply for or obtain registration of our current and future Intellectual Property Rights which may be confusingly similar to the Software in any country;
• challenge our rights in our current and future Intellectual Property Rights in any country;
• do, or omit to do, or cause to be done any act or thing which would be expected to weaken, damage, be detrimental to or in any way impair or tend to impair our current and future Intellectual Property Rights or the reputation or goodwill associated therewith or with us and/or any third party featured on the Software, or which would be expected to jeopardize or invalidate any registration of our current and future Intellectual Property Rights;
• use, register or attempt to register as trade names, corporate names, business names, logos, domain names, meta tags, email addresses, server names or search engine markers anything that is identical to, contained in whole or part, or is otherwise confusingly similar to our current and future Intellectual Property Rights in any country;
• establish a hyperlink, frame, metatag, similar reference, whether electronically or otherwise, or any other reference to the Software without our prior written consent.

You indemnify us against all actions, claims, costs, demands, expenses and other liabilities suffered or incurred by us as a result of any third-party claims initiated and/or instituted against us relating to Your unauthorized use of the Software or the contents therein or any other Intellectual Property Rights flowing from them. Nothing contained in this Agreement shall be construed as granting, by implication or otherwise, any license or right to use any of our Intellectual Property Rights without the express permission of us or such party that may own the trademark. Any breach of this clause 5 entitles us, in addition to our other remedies available in law, to take legal action against You without prior written notice and You agree to reimburse the costs associated with such legal action on an attorney and own client scale.  

8.Non-Disclosure:

You acknowledge that (a) the Software and all related documentation and specifications; and (b) the results and feedback from any test or evaluation are all Confidential Information which contain highly confidential, secret and valuable information of GiTS and its Affiliates. You agree that You shall not reproduce, sell, transfer, publish, disclose, display or otherwise make available to third parties the Confidential Information or any other proprietary information of GiTS and its Affiliates. GiTS shall be free to exploit any feedback, information or suggestions provided by You. You shall promptly notify GiTS if You become aware of any breach of confidentiality and security relating to the Software. Any third-party products or services or information related thereto provided by GiTS to You or accessed by You as part of the Software and access thereto may be accompanied by their own terms of use or licensing terms, in which case such terms shall govern that particular third-party service or software. Mention of third-party products or services in any Software is for informational purposes only and constitutes neither an endorsement nor a recommendation. GiTS shall have no responsibility with regards to the accuracy, reliability, selection, performance or use of these vendors, third parties, products or services.

9.Support:

GiTS may provide You with the Support Services related to the Software. Any supplemental Software code provided to You as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this EULA. With respect to technical information You provide to GiTS as part of the Support Services, GiTS may use such information for its business purposes, including for product updates and development. GiTS shall ensure technical support for the most up-to-date version of the Software. Throughout the term of this Agreement, You shall have the right to use the following services:

• Technical Help:GiTS, its contractors or service providers will provide routine technical support in installation and troubleshooting the most up-to-date version of the Software during normal operating hours as determined in GiTS discretion. Any requirements for help and support received outside of such operating hours shall be deemed to have been received on the following business day. A requirement for help and support can be delivered to GiTS via phone or email at the reserved telephone numbers or email addresses specified on the website of GiTS. A request for help and support must be sufficiently precise and must contain data, information and screen shots enabling the replication of the reported problem. If necessary, You shall provide necessary assistance in solving a reported problem.
• Updating:Updating shall include each new version or change of the Software or individual parts thereof, which GiTS shall release on authorized websites. GiTS shall make the update reasonably accessible to You. Access to the update may require logging in with a username and a user login password. You shall be obliged to protect the identification against loss, unauthorized access or misuse. Upon discovery of the first misuse of the identification, GiTS may make the original identification functionless and issue a new Identification for the End User. You agree to install each new version or changes of the Software promptly after You have obtained them or no later than at the time to be specified by GiTS in the Software or on the websites of GiTS or of its business partners. GiTS shall not be held liable for damage occurred by breach of Your obligation to timeously obtain and install a new version of or changes of the Software and/or installation of the Updating from sources not authorized by GiTS.
• No Support:GiTS shall not be obliged to provide any support, particularly if a reported error:
  • results from any unauthorized interference with the Software, its source code, or by the use of incorrect parameters or settings of the Software,
  • has occurred by the fault of non- GiTS servicing staff,
  • has already been resolved by the issuance of the update, which You have failed to install,
  • the End User has failed to pay the License Fee, or
  • is otherwise provided for in this Agreement.
• Training:No right to the provision of services in connection with training and practice in the use and installation of the Software shall result from this Agreement.

10.Personal data:

If any Personal Data in Your Data is processed through the use of the Software by You, (i) You shall at all times remain the data controller of and responsible for such Personal Data for the purposes of the use of the Software; (ii) GiTS and its suppliers are data processors or sub processors of such Personal Data only for the purposes of provision of the Software; and (iii) GiTS may require that such Personal Data is deleted or otherwise removed from the Software. In order to innovate and improve its software products, GiTS may collect certain usage statistics from the Software. Such data is examined in the aggregate without containing any of Your Data

11.Privacy:

GiTS respects Your privacy. Any information we receive is subject to the GiTS Privacy Policy. You agree that GiTS may contact You about Your evaluation of the Software. Please ensure You unsubscribe from any communications from GiTS if You do not wish GiTS to contact You.

12.Termination and suspension

Suspension In addition to any other rights and remedies we may have in terms of this Agreement or in law, we are entitled (but not obliged) to temporarily suspend all or part of the Software or to suspend or terminate Your right to access and use the Software where we –

• need to perform maintenance on, upgrades or updates to, the Software or any of the systems, software, technology or other IT facilities that we use to provide the Software;
• have reasonable grounds to believe that You are using the Software recklessly, with gross negligence or with the intention to defraud or for fraudulent purposes;
• have reasonable grounds to believe that You are engaging in any actual or suspected or threatened breach of the License Restrictions;
• become aware of any actual, threatened or suspected unauthorized use of the Software;
• reasonably suspect that we are exposed to any risk through Your use of the Software;
• reasonably suspect that You are attempting to compromise or interfere with the Software;
• reasonably believe that the security of Your devices or the IT facilities used to provide the App may be compromised;
• become aware of any information provided by you that is false, inaccurate, invalid, incomplete or misleading;
• must do so to comply with the law; or
• a court or regulator tells us to do this.

The suspension will continue for so long as we reasonably believe is appropriate. We will notify You if we suspend part or all of the Software or Your use of the Software where it is reasonably practical to do so. Without limiting our other rights and remedies in terms of this Agreement or in law, if we exercise our suspension rights, we will restore access to and use of the Software as soon as reasonably practical after we become satisfied that the cause of suspension has been removed, avoided or completely mitigated. Termination You may deregister from using the Software at any time. We reserve the right at any time, and for any reason, to terminate this Agreement, the operation of the Software and Your right to use the Software within 30 (thirty) days without prior written notice unless termination is required by law or it is reasonable to give less than 30 (thirty) days’ notice, considering the reasons why we are taking these actions. We may immediately terminate this Agreement and Your use of the Software without notice:

• if You commit a material breach of any of the terms of this Agreement;
• if You breach any of the License Restrictions; where we must do so to comply with law or to avoid breaching another person’s rights; or
• where a court or regulator tells us to do so.

Consequences of termination On termination for any reason:

• all rights granted to You under this Agreement shall cease;
• You must immediately cease all activities authorized by this Agreement;
• You must immediately delete or remove the Software from all of Your devices, and immediately destroy all copies of the Software then in Your possession, custody or control and certify to us that You have done so;

 

13.Force Majeure:

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We shall both use reasonable efforts to mitigate the effect of a Force Majeure event. If such event continues for more than 90 days, either of us may cancel unperformed services upon written notice. This clause does not excuse either Party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay the License Fee.  

14.Governing law, disputes:

This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Bahrain. You expressly agree that exclusive jurisdiction for any claim or dispute arising from this Agreement or relating in any way to Your use of the Software resides in Kingdom of Bahrain and You further agree and expressly consent to the exercise of the personal jurisdiction in courts of competent jurisdiction in the Kingdom of Bahrain in connection with any such dispute or claim.