1 DEFINITIONS

1.1 “Software” means the Queue -developed application published via Microsoft AppSource that enables integration between Microsoft Dynamics 365 Business Central (“Business Central”) and the MXS Commerce platform, including any updates, patches, and documentation provided by Queue.

1.2 “MXS Commerce Platform” means the third-party commerce platform operated by MXS Commerce.

1.3 “AppSource” means Microsoft’s commercial marketplace for applications.

2 LICENSE GRANT

2.1 License. Subject to the terms of this Agreement and payment of all applicable fees, Queue grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely for Customer’s internal business purposes in connection with:

(a) Customer’s licensed instance(s) of Business Central; and
(b) Customer’s authorized access to the MXS Commerce Platform.

2.2 Scope. The license is limited to the number of users, environments, tenants, or transactions specified in the applicable order, subscription plan, or AppSource listing.

2.3 Subscription Term. The Software is licensed on a subscription basis for a term as mutually agreed in writing between Licensor and Customer.

3 FEES AND PAYMENT

3.1 Fees. Customer shall pay the fees specified in the agreement mutually agreed and executed between the Licensor and the Customer.

3.2 Payment Terms. Payment terms shall be as stated in the agreement mutually agreed and executed between the Licensor and the Customer.

3.3 Taxes. Customer is responsible for all applicable taxes, excluding taxes based on Queue’s net income.

4 RESTRICTIONS

4.1 Customer shall not:

(a) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent permitted by applicable law;
(b) Modify, adapt, or create derivative works of the Software;
(c) Resell, sublicense, rent, lease, or otherwise distribute the Software;
(d) Use the Software in violation of any applicable law;
(e) Circumvent or disable any security or licensing mechanism.

5 THIRD-PARTY SERVICES

5.1 Microsoft and MXS Commerce. The Software operates in conjunction with Business Central and the MXS Commerce Platform. Customer is responsible for maintaining valid licenses and agreements with Microsoft and MXS Commerce.

5.2 No Responsibility for Third Parties. Queue is not responsible for the operation, availability, or performance of Business Central, the MXS Commerce Platform, or any third-party systems.

6 INTELLECTUAL PROPERTY

6.1 Ownership. The Software and all related intellectual property rights are and shall remain the exclusive property of Queue.

6.2 Feedback. Customer grants Queue a perpetual, royalty-free right to use any feedback or suggestions provided by Customer regarding the Software.

7 DATA

7.1 Customer Data. Customer retains all rights to its data processed through the Software.

7.2 Processing. The Software facilitates data transmission between Business Central and the MXS Commerce Platform. Queue does not independently store Customer data except as necessary for support, diagnostics, or as otherwise described in Queue’s Privacy Policy.

7.3 Data Protection. Each party shall comply with applicable data protection laws. If required, the parties shall enter into a separate Data Processing Agreement.

8 SUPPORT AND UPDATES

8.1 Support. Queue shall provide support as described in the applicable AppSource listing or separate support agreement.

8.2 Updates. Queue may provide updates, enhancements, or modifications at its discretion.

9 WARRANTIES

9.1 Limited Warranty. Queue  warrants that, for a period of 30 days from initial activation, the Software will materially conform to its documentation.

9.2 Warranty Exclusions. The foregoing warranty shall not apply, and shall be void, if:

(a) the Software has been modified, altered, or customized by any party other than Queue ;

(b) the Software is used in combination with systems, software, or environments not approved or specified by Queue ;

(c) the Software is used other than in accordance with the documentation or this Agreement.

Any unauthorized modification of the Software shall void the foregoing warranty and any associated service commitments expressly tied to such warranty.

9.3 Remedy. Customer’s exclusive remedy for breach of the foregoing warranty is, at Queue’s option:

(a) Repair or replacement of the Software; or
(b) Refund of the fees paid for the affected subscription period.

9.4 Disclaimer. Except as expressly provided above, the Software is provided “as is” and Queue disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10 LIMITATION OF LIABILITY

10.1 Indirect Damages. In no event shall Queue be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, or data.

10.2 Cap. Queue’s total liability under this Agreement shall not exceed the total fees paid by Customer for the Software during the twelve (12) months preceding the event giving rise to the claim.

11 INDEMNIFICATION

11.1 IP Indemnity. Queue shall defend Customer against third-party claims alleging that the Software infringes intellectual property rights and shall pay resulting damages finally awarded, provided Customer:

(a) Promptly notifies Queue in writing;
(b) Grants Queue sole control of the defense; and
(c) Provides reasonable cooperation.

11.2 Exclusions. Queue shall have no obligation for claims arising from:

(a) Use of the Software in combination with non-approved systems;
(b) Modification of the Software by anyone other than Queue;
(c) Use not in accordance with this Agreement.

12 TERMINATION

12.1 Termination for Convenience. Customer may terminate at the end of a subscription term by providing notice in accordance with the AppSource subscription terms.

12.2 Termination for Cause. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice.

12.3 Effect of Termination. Upon termination:

(a) Customer’s license rights immediately cease;
(b) Customer shall uninstall and cease use of the Software.

13 EXPORT COMPLIANCE

Customer shall comply with all applicable export control and trade sanction laws.

14 GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

14.2 Binding Arbitration. Except to the extent prohibited by applicable law, any dispute, claim, or controversy arising out of or relating to this Agreement or the Software, including the validity, interpretation, breach, or termination thereof, shall be resolved exclusively by final and binding arbitration.

14.3 Arbitration Procedure. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator. The seat and place of arbitration shall be New York, New York. The arbitration proceedings shall be conducted in English.

14.4 Judgment on Award. The arbitrator’s award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.

14.5 Equitable Relief Carve-Out. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information. Seeking such relief shall not be deemed incompatible with or a waiver of the obligation to arbitrate other claims.

14.6 Exceptions Required by Law. If applicable law requires that certain claims be brought in a court of law or before a governmental authority, such claims shall be resolved in accordance with applicable law, and the remaining claims shall be subject to arbitration as provided herein.

14.7 Waiver of Jury Trial. To the fullest extent permitted by law, the parties waive any right to trial by jury for any dispute not subject to arbitration under this Agreement.

15 GENERAL

15.1 Assignment. Customer may not assign this Agreement without Queue’s prior written consent.

15.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Software.

15.3 Severability. If any provision is held invalid, the remaining provisions shall remain in effect.

15.4 Amendments. Queue may update this Agreement in connection with updates to the Software, subject to applicable marketplace rules.