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This Microsoft Dynamics 365 Business Central Addendum to the Vena Master Subscription Agreement Terms and Conditions (this “Addendum”) is entered into between Vena and Subscriber pursuant to the Master Subscription Agreement Terms and Conditions agreed to by Vena and Subscriber (the “MSA”). The terms set forth in this Addendum (together with the related terms set forth in the MSA) govern Subscriber’s access to and use of Vena for Business Central purchased through the Microsoft Marketplace. This Addendum applies to all purchases of Vena for Business Central.
This Addendum, together with the MSA, sets forth the entire agreement and understanding between Vena and Subscriber relating to the subject matter hereof, and supersedes all previous communications, oral or written, and all other communications between them relating to the subject matter hereof. Capitalized terms used but not defined in this Addendum have the meanings given to them in the MSA.
BY AGREEING TO THIS ADDENDUM, SUBSCRIBER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO ACCEPT THIS ADDENDUM, AND SUBSCRIBER ALSO AGREES TO BE BOUND BY ITS TERMS.
“Microsoft Marketplace” means either Microsoft AppSource or Azure Marketplace.
“Microsoft Dynamics 365 Business Central” means any computer software programs and other offerings available from Microsoft or its authorized resellers comprising those products known as Microsoft Dynamics 365 Business Central.
“Order” means, if applicable, (i) an ordering document used to purchase Vena for Business Central via the Microsoft Marketplace, or (ii) an Order Form pursuant to the MSA.
“Vena for Business Central” means Vena for Microsoft Dynamics 365 Business Central software provided by Vena which allows Vena customers to migrate data from the Microsoft Dynamics 365 Business Central platform into Vena’s platform, including all software, equipment, technology, websites, solutions, platforms, products and services necessary for Vena to provide the foregoing. Availability may vary by region. For greater certainty, Vena for Business Central will be deemed to a Service pursuant to the MSA.
1.1 License grant. Vena for Business Central is licensed and not sold. Upon acceptance of an Order, and subject to Subscriber’s compliance with this Addendum and the MSA, Vena grants Subscriber a limited, non-exclusive, non-transferable, worldwide right to Use Vena for Business Central, solely for Subscriber’s internal business purposes. All rights not expressly granted to Subscriber are reserved by Vena. For greater certainty, Vena for Business Central constitutes a Service and Vena’s Proprietary Information under the MSA.
1.2 Duration of Licenses. Licenses are granted on a subscription basis and expire at the end of the applicable subscription period set forth in the Order, unless renewed.
2.1 Microsoft Dynamics 365 Business Central. Subscriber acknowledges and agrees that: (a) Microsoft Dynamics 365 Business Central is licensed separately from the Vena for Business Central; (b) Microsoft Dynamics 365 Business Central is governed by the Microsoft Software License Terms; and (c) Subscriber has accepted or will accept the Microsoft Software License Terms prior to using Microsoft Dynamics 365 Business Central.
2.2 Responsibility for Vena for Business Central. Vena, not Microsoft, is responsible for Vena for Business Central and any effect it may have on the functionality of Microsoft Dynamics 365 Business Central and accompanying software documentation. Upon termination of the MSA, for any reason, Subscriber will not have the right to receive from Vena copies of Vena for Business Central or materials necessary to support Vena for Business Central.
2.3 Microsoft Not a Party but a Third Party Beneficiary. The parties acknowledge that Microsoft is not a party to this Addendum or the MSA, and is not responsible in any way for the parties’ actions or obligations under this Addendum or the MSA. Microsoft’s relationship with each of Subscriber and Vena is solely governed by Microsoft’s respective agreements with those parties, and Microsoft will have no liability to either Subscriber or Vena resulting from this Addendum or the MSA (including any Orders). Microsoft will be a third party beneficiary of this Agreement with respect to the matters in Section 3.2, and Microsoft will have the right to enforce this Addendum and verify Subscriber’s compliance.
2.4 Pricing and Payment. If applicable, Subscriber acknowledges and agrees that Microsoft will invoice and charge Subscriber under the terms of the Microsoft Commercial Marketplace Terms of Use and applicable Order.
4.1 Indemnification. In addition to any indemnities provided by Subscriber pursuant to the MSA, Subscriber shall defend and hold Vena and its Affiliates, officers, directors, employees, and agents (the “Vena Indemnified Parties”) harmless from and against any third party claim arising from or related to Subscriber’s or any User’s use of Vena for Business Central or violation of this Addendum or MSA (a “Claim Against Vena”), and Subscriber shall indemnify the Vena Indemnified Parties against any and all costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) agreed in a settlement by Subscriber or awarded by a court of competent jurisdiction arising out of or in connection with such Claim Against Vena; provided that Vena (a) gives written notice of the claim promptly to Subscriber; (b) gives Subscriber sole control of the defense and settlement of the claim (provided that Subscriber may not settle or compromise any claim unless Subscriber unconditionally releases Vena of all liability); and (c) provides to Subscriber all reasonable assistance, at Subscriber’s expense.