Golden EDI™ Terms of Use Agreement

Free-Trial Software Version

This Terms of Use Agreement (the Agreement) is an agreement between Golden EDI AB company registration No 556985-9852, Norra Storgatan 8, 252 20 HELSINGBORG, Sweden (the Licensor) and the Licensee. By installing and/or using the Software (as defined below), the Licensee accepts to be bound by this Agreement.

1. Definitions

In this Agreement

Software” means the software Golden EDI™ (the Software) as down-loaded by the Licensee at Microsoft AppSource Dynamics 365.

Using” means executing or loading the Software into computer primary memory.

a reference to a document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;

a word importing the singular includes the plural (and vice versa), and a word indicating a gender includes every other gender;

if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

"includes" in any form is not a word of limitation.

2. Grant of license

The Licensor grants the Licensee a single non-exclusive, non-transferable right and time limited license to install and use the Software for the purpose of internal evaluation only.

The Licensee agrees that the Software only will be used in the Licensee’s own business and that the use is authorized in machine readable form only.

3. Decompiling and disassembling

The licensee may not decode, decompile, disassemble or reverse engineer the Software without the Licensor’s express consent.

4. Modifications of the software

The Licensee is not entitled to modify the Software without the prior written approval of the Licensor.

5. Secrecy

The Licensee agrees not to reveal to third parties confidential information, which the Licensee obtains from the Licensor or which arises during the use of the Software.

Confidential information refers in this Agreement to any item of information – technical, commercial or of any other nature – regardless of whether or not such information has been documented, with the exception of information, which is generally known or which becomes a matter of general knowledge in a manner other than through the Licensee's breach of the provisions of the Agreement.

The Licensee agrees to ensure that his employees, consultants and board members do not disclose confidential information to third parties. Accordingly, the Licensee is under a duty to ensure that employees who can be expected to come into contact with information of a confidential nature are required to keep such information secret to the same extent that this Agreement requires the Licensee himself to do so.

6. Breach of contract

If the Licensee violates a provision of the Agreement, the Licensor shall, even without proof of intent or negligence, be entitled to damages for all loss caused to the Licensor on account of the breach of contract. In the event of the Licensee's substantial breach of contract, the Licensor shall also be entitled to rescind the Agreement.

7. Waiver

Software is made available to the Licensee free of charge to allow the Licensee the evaluate the Software on an “as is” basis. The Licensee agrees to release the Licensor for any responsibility any delay, default or defect related to the Software or use thereof.

Nothing in this Agreement shall constitute a guarantee or a guaranteed functionality from the Licensor. In particular, the Licensor does not warrant that the Software is fit for any general or particular purpose nor that it is not encumbered by or does not infringes a right held by a third party.

The rights licensed hereunder shall not be understood as providing any assurance or warranty that the functions contained or described in the Software or elsewhere meet the requirements of the Licensee, or that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. Without prejudice to the generality of the foregoing, the Licensor’s cannot be held responsible if Licensor’s cloud computing facilities are interrupted. Also, the Licensee is exclusively responsible for providing appropriate Internet access.

No warranties or representations are provided regarding the use or the results of the use of the Software in terms of correctness, accuracy, reliability, technical or economic success and interoperability or otherwise. 

No warranties or representations are provided by the Licensor that the Software or the use thereof does not infringe any third party’s intellectual property rights.

8. Limitation of liability

In addition to that which is set forth in elsewhere in this Agreement, the Licensor's liability is always limited as follows:

  1. The Licensor is not liable for indirect losses, such as lost profits, diminished production, costs of retaining a consultant, costs of equipment and similar costs or losses.
  2. The Licensor is only liable for damages to the Licensee's property caused through the negligence of the Licensor or his personnel.
  3. The Licensor is not liable for the Licensee's loss of data.

9. Assignment of the Agreement

The Licensee may not in wholly or partly assign or pledge its rights and/or obligations under this Agreement to any third party without the prior written approval of the Licensor. The Licensee may not transfer or grant right of use to copies of the Software.

10. Duration and Termination of the Agreement

The Agreement shall automatically terminate by the end of the free-trial period. The Licensor reserves the right to, at its sole discretion, terminate the Agreement prior to expiration of the free-trial period. The termination of the Agreement will immediately terminate all the licenses granted by this Agreement.

Upon termination of the Agreement, the Licensee shall at his own expense hand over to the Licensor any copies of the Software as well as all documentation and other material concerning the Software which the Licensee possesses.

11. Agreement modifications

The Licensor may at any time revise this Agreement without notice. By installing or/and using the Software the Licensee agrees to be bound by the current version of the Agreement.

12. Governing Law and Disputes

Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce for expedited arbitration procedure.

The arbitration proceeding shall be conducted in the Swedish language and take place in Malmö, Sweden.

This Agreement shall be governed by Swedish law.