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FOR A VIRTUAL HARD DISK IMAGE OF MICROSOFT DYNAMICS 365 FINANCE AND DYNAMICS 365 SUPPLY CHAIN MANAGEMENT (PARTNER TRIAL)
PURPOSE: DEVELOPMENT, TESTING, AND DEMONSTRATION
These license terms are an agreement between you and Shanghai Blue Cloud Technology Co., Ltd. (“21Vianet”), a wholly owned subsidiary of Beijing 21Vianet Broadband Data Center Co., Ltd. If you (an individual) enter into this agreement on behalf of a legal entity, you represent that you have the authority to bind that entity to this agreement.
The software we provide to you is based on Dynamics 365 technology that we have licensed from Microsoft (China) Co., Ltd. and its Affiliates (“Microsoft”). While Microsoft develops and maintains the underlying Dynamics 365 technology, the software is provided to you independently by 21Vianet, not by Microsoft, within China (which for the purpose of this agreement excludes Hong Kong and Macau Special Administrative Regions and Taiwan). Microsoft is not a party to this agreement, and this agreement does not provide you with any contractual or other rights or remedies against Microsoft.
This agreement is made and entered into as of the date when you first download or access the VHD (defined in Section 1) image. It applies to the software named above and any 21Vianet services or software updates (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter your or 21Vianet’s rights relating to pre-updated software or services).
BY INSTALLING, DOWNLOADING, OR ACCESSING THE VHD IMAGE OR USING THE SOFTWARE, YOU ACCEPT THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT INSTALL, DOWNLOAD, ACCESS THE VHD IMAGE OR USE THE SOFTWARE.
As described below, using some features also operate as your consent to the transmission of certain standard computer information for data collection.
If you comply with this agreement, you have the rights below.
a. “Virtual Hard Disk” or “VHD” means a file format for a virtual hard disk that is used as the hard disk of a virtual machine and which allows multiple operating systems to reside on a single host machine.
2. ACCESS AND USE RIGHTS.
a. Development, Testing, and Demo Use. 21Vianet grants you a limited, non-exclusive, non-transferable right to make any number of copies of the VHD image, and run any number of virtual machines with any copy of the VHD image to:
i. test, evaluate, and demonstrate the software;
ii. design, develop, install, and test applications created by you (or on your behalf) (“your applications”) solely for use with the software; or
iii. demonstrate and evaluate your applications for the software; and
iv. perform any of the rights granted under clause (i) through (iii) of this Section 2.a.
You may not use (i) your applications in conjunction with the VHD image or (ii) the software or any component or application in the VHD image in a live operating or production environment.
b. Binary Packages. The software may produce “Binary Packages” of code with an “.axpackage” extension that incorporates both your applications and binary code. You may use such binary code only in the form of the Binary Packages as produced by the software. You may not extract such binary code from the Binary Packages or use such binary code other than in the process of running your applications with the software.
c. Extensible Code. The software may include code, text, or image files that you are permitted to modify (“Modifiable Code”) and use only for your internal business purposes if you comply with the terms below.
i. Right to Use and Modify. The following Modifiable Code is included in the software:
• Application Packages. You may copy unsealed application packages (including any resources such as images, icons, or files) that are designated as customizable, modify copies of the application packages, and incorporate copies of the modified version of those packages, only in the applications that you develop for the software.
ii. Requirements. 21Vianet is not responsible for any problems that result from modifications made to the Modifiable Code. 21Vianet will not provide technical or other support for any modifications made to the Modifiable Code. For any Modifiable Code that is modified, you must indemnify, defend, and hold harmless 21Vianet from any claims, including attorneys’ fees, related to the modification or use of your applications that include any Modifiable Code that was modified.
iii. Restrictions. You may not
• alter any copyright, trademark, or patent notice in the Modifiable Code;
• use 21Vianet’s or Microsoft’s trademarks in your programs’ names or in a way that suggests your programs come from or are endorsed by 21Vianet or Microsoft;
• modify any Modifiable Code to run on a platform other than 21Vianet or Microsoft operating systems, run-time technologies, or application platforms;
• include Modifiable Code in malicious, deceptive, or unlawful programs; or
• modify the source code of any Modifiable Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification, or distribution, that
• the code be disclosed or distributed in source code form; or
• others have the right to modify it.
d. Included Microsoft Applications. The VHD image contains components from other Microsoft applications for evaluation purposes only. These components are governed by separate agreements and their own product support policies, as described in the license terms found in the Help About box or elsewhere in the software for that component or in the “Licenses” folder accompanying the software in this VHD image. If there is any conflict or inconsistency between the use rights provided in the license terms in the Licenses folder and this agreement, this agreement will control.
e. Third Party Materials. The software may include third party applications or other materials (“Third Party Materials”) that are licensed to you under this agreement or under their own terms. License terms, notices, and acknowledgments, if any, for the Third Party Materials may be accessible in the accompanying notices file. Even if such Third Party Material is governed by other agreements, the disclaimers, limitations on, and exclusion of damages below also apply to the extent allowed by applicable law.
f. Open Source Components. The software may contain third party copyrighted software licensed under open source licenses with source code availability obligations. Copies of those licenses are included in the ThirdPartyNotices file or other accompanying notices file. You may obtain a copy of the corresponding source code from Microsoft, for a period of three years after our last shipment of the software, if and as required under the relevant open source license by sending a money order or check for RMB (35.00) to:
The Customer Support Team
Shanghai Blue Cloud Technology Co., Ltd. (“21Vianet”) a wholly owned subsidiary of Beijing 21Vianet Broadband Data Center Co., Ltd.
12-14F, Building 6, No.6, Jiuxianqiao Road, Beijing Electronics Zone, Chaoyang District, Beijing, 100015, China.
Please write the name and version of the source code (e.g., “source code for Chromium v. 31.0.1650.57 for Microsoft Dynamics 365 for Finance and Operations operated by 21Vianet) in the memo line of your payment. You may also find a copy of the source from 21Vianet licensor’s website, if and as required, at https://3rdpartysource.microsoft.com.
g. Images. You may: (w) copy the images and animations (“Images”) included in the software and incorporate the copies in your applications; (x) manipulate, blend, crop, or modify the Images to make adjustments to the size, color, brightness, or contrast as necessary to optimize your applications; (y) incorporate such modified Images into your applications; and (z) publicly perform or publicly display copies of the Images (modified or unmodified) as part of your applications, all only for demonstration purposes and solely for use with the software.
3. DISTRBUTABLE CODE. The software may contain source code and object code that you are permitted to distribute (i.e., make available for third parties) (“Distributable Code”) in your applications, as described in this Section.
(a) Distribution Rights. The Distributable Code, icons, and templates described below are distributable if included with the software and only if you comply with the terms below.
i. Retail SDK Distributable Code. You may:
(x) copy the Distributable Code found in the “RetailSDK” folder of the software; and
(y) modify the copies of any Distributable Code found in the “RetailSDK” folder (but not any files found in the “References” folder) of the software, and combine any modified Distributable Code with your applications to develop a unified solution; and
(z) distribute the Distributable Code found in the RetailSDK folder (but not any files found in the “References” folder) of the software, including any modifications to such Distributable Code, all solely in conjunction with or combined as part of your applications and solely for use with the software.
ii. Other Distributable Code. You may:
(x) copy the Distributable Code of any application packages (including any resources such as images, icons, or files) found in the “PackagesLocalDirectory” folder of the software that are designated as customizable;
(y) modify the copies of any Distributable Code of any application packages found in the “PackagesLocalDirectory” folder (but not any files found in the “ApplicationFoundation” or “ApplicationPlatform” folder) of the software, and combine the modified Distributable code with your applications to develop a unified solution; and
(z) distribute only the modified Distributable Code, solely in conjunction with or combined as part of your applications and solely for use with the software.
iii. Icons and Templates. You may: (x) copy icons or templates included in the software and incorporate the copies in your applications; and (y) distribute the icons or templates in your applications, all solely for use with the software.
iv. Third Party Distributors. Subject to Section 3(a)(i) through (iv), you may permit distributors of your applications to copy and distribute any of the Distributable Code (including any modifications), icons, and templates you elect to distribute in your applications.
(b) Distribution Requirements. Subject to Section 3(a)(i) through (iv), for any Redistributable Code (including modifications) you distribute, you must:
i. add significant primary functionality to it in your applications;
ii. require distributors and external end users to agree to terms that protect it and Microsoft at least as much as this agreement; and
iii. indemnify, defend, and hold harmless Microsoft from any claims, including attorneys’ fees, related to the distribution or use of your applications, except to the extent that any claim is based solely on the unmodified Distributable Code.
(c) Distribution Restrictions. You may not:
i. use 21Vianet’s or Microsoft’s trademarks or trade dress in your applications in any way that suggests your applications come from or are endorsed by 21Vianet or Microsoft; or
ii. modify or distribute the source code of any Distributable Code so that any part of it becomes subject to any license that requires that the Distributable Code, any other part of the software, or any of 21Vianet’s or Microsoft’s other intellectual property be disclosed or distributed in source code form, or that others have the right to modify it.
4. TIME SENSITIVE SOFTWARE. The VHD image is based on an evaluation version of the Windows Server operating system. The VHD image includes a 180-day activated evaluation period which begins on the date the VHD image is released. You will not receive any other notice. After the 180-day evaluation period expires, the VHD image will shut down automatically after 1 hour of continuous operation. You may not be able to access data used with the software when the VHD image stops running. To continue using the VHD image for longer than the 180-day evaluation period, you must enter a separate valid license key for the commercially available Windows Server (which is not licensed or authorized for use under this agreement) on or before the date specified in this paragraph. See license conversion details here: https://docs.microsoft.com/en-us/windows-server/get-started/installation-and-upgrade.
5. FEEDBACK. If you give feedback about the software to 21Vianet, you give to 21Vianet and its licensors, without charge, the right to use, share, and commercialize your feedback in any way and for any purpose. You will not give feedback that is subject to a license that requires 21Vianet (or its licensors) to license its software or documentation to third parties because 21Vianet (or its licensors) includes your feedback in them. These rights survive this agreement.
6. SCOPE OF RIGHTS. The software is licensed not sold. This agreement only gives you some rights to use the software. 21Vianet reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You will not (and have no right to):
(a) work around any technical limitations in the software that only allow you to use it in certain ways;
(b) reverse engineer, decompile, or disassemble the software, or attempt to do so, except and only to the extent permitted by licensing terms governing the use of open-source components that may be included with the software;
(c) remove, minimize, block, or modify any notices of 21Vianet or its suppliers in the software;
(d) use the software in any way that is against the law or to create or propagate malware; or
(e) share, publish, distribute, or lend the software (except for any Distributable Code, subject to the terms above), provide the software as a stand-alone hosted solution for others to use, or transfer the software or this agreement to any third party.
8. EXPORT RESTRICTIONS. You must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use. For further information on export restrictions, visit http://aka.ms/exporting.
9. SUPPORT SERVICES. 21Vianet is not obligated under this agreement to provide any support services for the software. Any support provided is “as is”, “with all faults”, and without warranty of any kind.
(a) Operating System. The Windows Server operating system may periodically check for updates, and download and install them for you. You may obtain updates only from 21Vianet or authorized sources. 21Vianet may need to update your system to provide you with updates. You agree to receive these automatic updates without any additional notice. Updates may not include or support all existing software features, services, or peripheral devices.
(b) Software. 21Vianet may, at any time, in its sole discretion, but is not obligated to, provide bug fixes, updates, enhancements, supplements, or additional features or functionality to the software. If 21Vianet provides updates to the software, you will deploy the most current update 30 days after the date that 21Vianet makes such update available. You are solely responsible for deploying any updates and ensuring they work with the software.
11. TERMINATION. Without prejudice to any other rights, 21Vianet may terminate this agreement if you fail to comply with any of its terms or conditions. In such event, you must destroy all copies of the software and all of its component parts and stop accessing the VHD image and the software.
12. ENTIRE AGREEMENT. This agreement, and any other terms 21Vianet may provide for supplements, updates, or third party applications, is the entire agreement for the software.
13. APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES. This agreement will be governed by and construed in accordance with the laws of the People’s Republic of China, excluding Hong Kong and Macau SAR and Taiwan. Any dispute or claim arising out of or in connection with or relating to this agreement, or the breach termination or invalidity hereof (including the validity, scope and enforceability of this Section) will be submitted to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration, which arbitration shall be conducted in Beijing in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration. The arbitral award will be final and binding upon both parties. This Section, however, will not prevent either party from seeking injunctive relief in the appropriate jurisdiction for any (i) violation of that party’s intellectual property rights, (ii) breach of confidentiality obligations owed to that party under this agreement, or (iii) enforcement or recognition of any award or order in any appropriate jurisdiction.
14. DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED “AS-IS.” YOU BEAR THE RISK OF USING IT. 21VIANET GIVES NO EXPRESS WARRANTIES OR GUARANTEES. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, 21VIANET EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. LIMITATION ON AND EXCLUSION OF DAMAGES. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM 21VIANET AND ITS LICENSORS ONLY DIRECT DAMAGES UP TO RMB FIFTY (50). YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES.
This limitation applies to: (a) anything related to the software, services, content (including code) on third party Internet sites, or third party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law.
It also applies even if 21Vianet knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.