End User License Agreement – Tame-Box

Publisher: Tame Box | Available via Microsoft AppSource
This agreement incorporates the Microsoft Marketplace Standard Contract (Updated February 2023).

This Standard Contract ("Agreement") is between you ("you" or "Customer") and Tame Box ("Publisher") from which you are procuring Tame-Box and governs your use of Tame-Box purchased through Microsoft AppSource (the "Marketplace").

This Agreement is the parties' entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. Capitalized terms have the meanings given under "Definitions."

Microsoft has created this template Standard Contract to facilitate a transaction between Publisher and Customer. Both parties acknowledge that Microsoft is not a party to this Agreement, nor in any way responsible for the parties' actions or obligations under this Agreement.

1. License to Offerings

1.1 License grant

Offerings are licensed and not sold. Upon acceptance of an Order, and subject to Customer's compliance with this Agreement, Publisher grants Customer a nonexclusive and limited license to use the ordered Offerings. These licenses are solely for Customer's own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.

Offerings may contain or be provided with components that are subject to open-source software licenses. Any use of those components may be subject to additional terms and conditions and Customer agrees that any applicable licenses governing the use of the components will be incorporated by reference in this Agreement.

1.2 Duration of licenses

Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Licenses granted for metered Offerings billed periodically based on usage continue as long as Customer continues to pay for its usage of the Offerings. All other licenses become perpetual upon payment in full.

1.3 End Users

Customer will control access to and use of the Offerings by End Users and is responsible for any use of the Offerings that does not comply with this Agreement.

1.4 Affiliates

Customer may order Offerings for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Publisher. Customer will remain responsible for all obligations under this Agreement and for its Affiliates' compliance with this Agreement and any applicable Order(s).

1.5 Reservation of Rights

Publisher reserves all rights not expressly granted in this Agreement. Offerings are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel.

1.6 Restrictions

Except as expressly permitted in this Agreement, Documentation or an Order, Customer must not (and is not licensed to):

copy, modify, reverse engineer, decompile, or disassemble any Offering, or attempt to do so;
install or use any third-party software or technology in any way that would subject Publisher's intellectual property or technology to any other license terms;
work around any technical limitations in an Offering or restrictions in Documentation;
separate and run parts of an Offering on more than one device;
upgrade or downgrade parts of an Offering at different times;
use an Offering for any unlawful purpose;
transfer parts of an Offering separately; or
distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use them to offer hosting services to a third party.

1.7 License transfers

Customer may only transfer fully-paid, perpetual licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Offering and render any copies unusable. Customer must notify Publisher of a License transfer and provide the transferee a copy of this Agreement.

1.8 Feedback

Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider's owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient's products and services.

2. Privacy

2.1 EU Standard Contractual Clauses

To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland.

2.2 Personal Data

Customer consents to the processing of Personal Data by Publisher and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to Publisher, Customer will obtain all required consents from third parties under applicable privacy and Data Protection Laws.

2.3 Processing of Personal Data; GDPR

To the extent Publisher is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing. Customer is the controller of Personal Data and Publisher is the processor of such data. Publisher will process Personal Data only on documented instructions from Customer.

2.4 Security

Publisher will take appropriate security measures that are required by Data Protection Laws and in accordance with good industry practice relating to data security.

2.5 Support Data

Publisher may collect and use Support Data internally to provide technical support for the Offering. Publisher will not use Support Data for any other purpose unless otherwise agreed in writing by the parties.

3. Confidentiality

"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data, Support Data, the terms of this Agreement, and Customer's account authentication credentials.

Each party will take reasonable steps to protect the other's Confidential Information and will use it only for purposes of the parties' business relationship. Neither party will disclose Confidential Information to third parties except to its Representatives on a need-to-know basis.

4. Service Level Agreements (SLA)

Publisher may offer further availability and support obligations for the Offering. Such service level agreement ("SLA") will be communicated to Customer as applicable.

5. Verifying Compliance

Customer must keep records relating to Offerings it and its Affiliates use. At Publisher's expense, Publisher may verify Customer's compliance with this Agreement by directing an independent auditor to conduct an audit. Customer must promptly provide any information and documents reasonably requested.

6. Representations and Warranties

Publisher continuously represents and warrants that:

it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement;
its performance will not violate any agreement or obligation between it and any third party;
the Offering will substantially conform to the Documentation;
the Offering will not, to the best of Publisher's knowledge, infringe or violate any third party intellectual property rights; and
the Offering will not contain viruses or other malicious code.

Disclaimer. Except as expressly stated in this Agreement, the Offering is provided as is. To the maximum extent permitted by law, Publisher disclaims any and all other warranties.

7. Defense of Third-Party Claims

Each party will defend the other from and against third-party claims arising from their respective breach of this Agreement, and will indemnify the other for damages finally awarded in connection with such claims, subject to the terms and procedures set forth in the Standard Contract.

8. Limitation of Liability

For each Offering, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Offerings during the term of the applicable licenses.

Subscriptions: Publisher's maximum liability will not exceed the amount Customer paid during the 12 months before the incident or $500,000, whichever is greater.
Free Offerings: Publisher's liability is limited to direct damages up to US$5,000.
No Indirect Damages: In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages.

9. Pricing and Payment

Microsoft will invoice and charge Customer under the terms of the Microsoft Commercial Marketplace Terms of Use and applicable Order.

10. Term and Termination

This Agreement is effective until terminated by a party. Either party may terminate this Agreement or any Order without cause on 60 days' notice. Either party may also terminate immediately for material breach uncured within 30 days of notice, or upon the other party becoming Insolvent.

11. Miscellaneous

This Agreement is governed by the laws of France, as Publisher's principal place of business is located in France. This Agreement supersedes all prior communications regarding its subject matter. If any part is held unenforceable, the rest remains in full force and effect.

12. Definitions

Affiliate means any legal entity that controls, is controlled by, or is under common control with a party.
Customer Data means all data provided to Publisher by Customer through use of the Offering.
End User means any person Customer permits to use an Offering or access Customer Data.
Offering means the Tame-Box add-in and all associated services provided by Publisher.
Order means an ordering document used to transact the Offering via the Marketplace.
Personal Data means any information relating to an identified or identifiable natural person.
Support Data means all data provided to Publisher by Customer through an engagement to obtain technical support.

This Agreement incorporates by reference the Microsoft Marketplace Standard Contract (February 2023). Publisher: Tame Box – contact@tame-box.com