This Licensing Terms of Use Agreement for our solutions is entered into by and between the entity you represent in connection with the purchase or renewal of a Subscription, you individually (“Customer”), and LL Business Solutions LLC (“LLB Solutions”).

You agree to the terms and conditions set forth below, including the Use Rights, SLA, and all documents referenced therein (collectively, the “Agreement”). This Agreement becomes effective on the date your Subscription is provisioned.

GRANT OF RIGHTS AND CONDITIONS

All rights granted under this Agreement are non-exclusive and non-transferable and apply provided that neither the Customer nor any of its Affiliates materially breaches this Agreement.

1.1. Under this license agreement, LL BUSINESS SOLUTIONS LLC grants the tenant a non-exclusive right to use our solutions for DYNAMICS 365 BUSINESS CENTRAL under a subscription model, subject to the terms and conditions set forth in the license agreement. The solutions are delivered “as is”, with all potential defects, and the tenant accepts them as such.

1.2. The license agreement grants the tenant solely and exclusively the right to use the LLB RETAIL extension and Localizations for DYNAMICS 365 BUSINESS CENTRAL under the terms set forth therein. Consequently, the tenant does not acquire any other rights over the LLB RETAIL extension and Localizations of LLB SOLUTIONS, including but not limited to the right to modify, assign, commercialize, or register ownership of such extensions.

1.3. LL BUSINESS SOLUTIONS LLC may suspend license usage in case of a breach by the Customer of the Acceptable Use Policy or for failure to respond to a claim of alleged infringement. LL BUSINESS SOLUTIONS will notify the Customer prior to any suspension of access to the license when reasonably possible.

1.4. License transfers are not permitted, except that the Customer may transfer licenses to:
(1) an Affiliate, or
(2) a merger involving the Customer or an Affiliate.
Following such transfer, the Customer and its Affiliates must notify LL BUSINESS SOLUTIONS LLC.
Nothing in this Agreement prohibits the transfer of software to the extent permitted by applicable law, if the right of distribution has been exhausted.

1.5. The products are protected by copyright and other intellectual property laws and international treaties. LL BUSINESS SOLUTIONS reserves all rights not expressly granted under this Agreement. No rights shall be granted or implied by waiver or estoppel.

The rights to access or use the Software on a device do not grant the Customer any rights to implement LL BUSINESS SOLUTIONS’ patents or other intellectual property on such device or in any other software or device.

2. SCOPE OF AUTHORIZED USE

The right to use the LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL, granted under the license agreement to the tenant, authorizes them solely and exclusively to:

2.1. Install the standard LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL in the tenant environments of the online services subscribed by the licensee for MICROSOFT DYNAMICS 365 BUSINESS CENTRAL, available via the cloud and through Microsoft Azure.

2.2. Install the LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL exclusively for the acquiring company.

2.3. The LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL may only be used in conjunction with the Microsoft Dynamics 365 BUSINESS CENTRAL software, owned by Microsoft Corporation, which may independently increase license pricing. In the event this occurs, LL BUSINESS SOLUTIONS will notify the Tenant and proceed with price adjustments accordingly.

2.4. The standard LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL shall only apply to transactions conducted within Latin America. Any specific localization requirements for a particular country must be addressed using that country’s own compliant localization solution.

2.5. At the Customer’s request, LL BUSINESS SOLUTIONS may develop and adapt customizations through independent extensions separate from the base product. These customizations will not be considered part of the standard product and will be subject to additional costs, including future updates. Such customizations must be developed through Microsoft applications using additional development (extensions) and must be acquired through Microsoft AppSource.

2.6. The standard LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL has a defined functional scope. Within this scope, our customers receive support for the standard functionality of the product, excluding any customizations, if applicable. This support is included in the monthly subscription fee as long as the subscription remains active.

2.7. The purpose of this support is to resolve technical incidents and stabilize functionality. Resolution of a customer request may be carried out manually or automatically, depending on the scope defined by LL BUSINESS SOLUTIONS for its LLB RETAIL Extension and LOCALIZATIONS, and such resolution shall not be interpreted as an incident or a missing functionality based on the predefined scope.

2.8. The software will be hosted on Microsoft-owned servers, and its use is subject to the terms established by Microsoft for Online Subscription Agreements. The service availability is the sole responsibility of Microsoft Corporation.

3. RESTRICTIONS AND PROHIBITIONS

3.1. The LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL may not be used with any software other than Microsoft Dynamics 365 BUSINESS CENTRAL.

3.2. The LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL may not be used by any person other than the Licensee and is intended exclusively for the acquiring company.

3.3. The LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL may not be transferred to any person or entity other than the Licensee.

3.4. The LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL may not be used by users who are not authorized by the Licensee.

3.5. Copying of the LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL is strictly prohibited. All copyright notices and proprietary information included in the original version delivered to the Licensee must be preserved at all times.

3.6. It is prohibited to compile, link, or combine the LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL with any software other than Microsoft Dynamics 365 Business Central, even if such software is owned by the Licensee.

3.7. It is prohibited to modify, rent, lend, sublicense, distribute, or in any way allow third parties other than the Licensee to use the LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL.

3.8. It is strictly prohibited to disassemble, reverse engineer, attempt to access the source code of, decrypt, modify, or create derivative works based on the LLB RETAIL Extension and LOCALIZATIONS for DYNAMICS 365 BUSINESS CENTRAL.

3.9. Any attempt to perform the actions outlined in this Clause 3 constitutes a violation of the rights of LLB SOLUTIONS.

4. BREACHES AND TERMINATION

4.1. This Agreement shall be terminated due to breach by the Tenant or by LLB RETAIL and LOCALIZATIONS of their obligations set forth herein, provided that such breach is not remedied within thirty (30) calendar days from the date the affected party notifies the other party of the breach, clearly and in detail.

4.2. This Agreement shall terminate immediately in the event of a breach by the Tenant of Clause 3 of this Agreement (Restrictions and Prohibitions).

4.3. LL BUSINESS SOLUTIONS shall be liable for breach of any of its obligations under this Agreement, including, but not limited to, representations and warranties regarding intellectual property rights.

4.4. Annual Subscription with Monthly Prepaid Payments: An annual subscription agreement may be paid in monthly installments. The subscription will automatically renew each year. In case of non-renewal, the Customer must notify at least 30 days prior to the expiration date.

4.5. Annual Subscription with Annual Prepayment: If the Tenant decides to terminate the prepaid annual subscription during its term, LLB SOLUTIONS will not refund any amount paid for the acquisition or renewal of the Subscription.

4.6. In the event of termination of this Agreement, LL BUSINESS SOLUTIONS will suspend license usage as of the termination date, and the Tenant will have 90 days to extract their data.

4.7. This Agreement shall remain in effect until the expiration or termination of the Customer’s Subscription, whichever comes first. The Customer may terminate this Agreement at any time by contacting LL BUSINESS SOLUTIONS. The expiration or termination of this Agreement will only terminate the Customer’s right to place new orders for additional Products under this Agreement.

4.8. If either party breaches this Agreement, the other party may terminate the breached Agreement (in whole or in part, including any orders) upon notice. If the breach is curable within 30 days, the terminating party must provide 30 days’ notice to the breaching party and the opportunity to cure the breach.

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