Terms and conditions

These Kittix Software License and Subscription Terms (the “Agreement”) are entered into between Kittix LLC, a Texas limited liability company (“Kittix,” “we,” “us,” or “our”), and the organization or legal entity that acquires, installs, accesses, or uses Kittix software (“Customer,” “you,” or “your”).

This Agreement governs Customer’s use of Kittix Core and any other Kittix software, documentation, updates, maintenance releases, license files, and related materials provided under an applicable quote, order form, subscription agreement, statement of work, purchase document, or other written commercial agreement accepted by Kittix (each, an “Order”).

By executing an Order, installing, deploying, accessing, or using the Software, Customer agrees to this Agreement.

1. Definitions

“Authorized Environment” means a Microsoft Dynamics 365 environment, tenant, legal entity, site, company, or other deployment scope that Customer is authorized to use under an applicable Order and Kittix license.

“Documentation” means Kittix user guides, installation instructions, release notes, technical documentation, and other materials Kittix makes available for the Software.

“License File” means a license, entitlement, license code, certificate-based authorization, or other technical mechanism issued or authorized by Kittix to control access to licensed Software functionality.

“Software” means Kittix Core and any other Kittix software, object code, updates, maintenance releases, Documentation, and related materials identified in an applicable Order.

“Subscription Term” means the applicable twelve-month subscription period or other period expressly stated in an Order.

2. License Grant

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Kittix grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to install, access, and use the Software solely:

1. for Customer’s internal business operations;
2. within the Authorized Environment;
3. within the license quantity, sites, products, scope, or other entitlement stated in the applicable Order or License File; and
4. in accordance with the Documentation and this Agreement.

No rights are granted except those expressly stated in this Agreement or an applicable Order.

Customer receives rights to use Kittix object code only. Customer receives no ownership of or general right to access, modify, or distribute Kittix source code.

Any source-code access, source-code escrow, customer-specific development rights, or other modification rights must be expressly granted under a separate written agreement signed by Kittix.

3. Microsoft Dynamics 365 Requirements

Kittix Software is designed to operate with supported Microsoft Dynamics 365 products and functionality.

Customer is responsible for obtaining and maintaining all Microsoft licenses, subscriptions, environments, infrastructure, services, and permissions required to install and use the Software.

Kittix licenses do not include, replace, modify, or extend any Microsoft Dynamics 365, Power Platform, Azure, or other Microsoft license or subscription.

Microsoft is not a party to this Agreement and does not grant Customer rights to Kittix Software through Microsoft Marketplace or otherwise.

4. Kittix License Enforcement

Kittix may use Microsoft Dynamics 365 native ISV licensing, Kittix application-level validation, License Files, configuration controls, or other technical measures to validate Customer’s entitlement to use the Software.

License Files may be associated with a particular Microsoft tenant, legal entity, site, product, subscription period, quantity, or other entitlement specified in the applicable Order.

Customer must not disable, bypass, modify, circumvent, interfere with, or attempt to defeat any licensing, entitlement, security, or technical enforcement mechanism included with the Software.

A License File issued for one Customer, tenant, site, or entitlement may not be transferred or reused for another Customer, tenant, site, or entitlement without Kittix’s prior written authorization.

If Customer changes information to which a License File is bound, Kittix may require issuance of a replacement License File.

5. Expiration and Safe Continuation

Upon expiration or termination of an applicable Subscription Term, Customer’s right to initiate new licensed Kittix operations ends unless the applicable subscription is renewed or replaced.

The Software may retain limited functionality after expiration or termination when Kittix determines that such functionality is appropriate to complete, recover, reverse, audit, or safely resolve transactions or processes that were already in progress.

Such limited continued functionality exists solely to protect transaction integrity and operational continuity and does not renew or extend Customer’s license or Subscription Term.

6. Trial and Evaluation Licenses

If Kittix provides trial, demonstration, evaluation, preview, beta, or other non-production Software, Customer may use that Software only for evaluation and only for the duration and scope authorized by Kittix.

Unless Kittix expressly authorizes otherwise in writing, trial and evaluation Software may not be used for production business operations.

Kittix may limit, modify, suspend, or discontinue evaluation functionality at any time.

7. License Restrictions

Customer may not, and may not permit any third party to:

1. sell, sublicense, rent, lease, distribute, transfer, publish, or commercially provide the Software to another party except as expressly authorized by Kittix;
2. copy the Software except as reasonably necessary for authorized deployment, backup, disaster recovery, or testing;
3. modify the Software except where expressly authorized by Kittix in writing;
4. reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, algorithms, licensing mechanisms, or non-public implementation details of the Software, except to the limited extent such restriction is prohibited by applicable law;
5. remove or alter proprietary, copyright, trademark, attribution, licensing, or other notices;
6. use the Software or Kittix proprietary technology to develop a competing product through unauthorized copying, extraction, or reproduction;
7. use the Software outside the Authorized Environment or applicable license entitlement; or
8. use the Software in violation of applicable law.

8. Customer Responsibilities

Customer is responsible for:

• maintaining appropriate Microsoft Dynamics 365 licenses and subscriptions;
• maintaining supported Microsoft product versions and configurations;
• maintaining appropriate backups and disaster-recovery procedures;
• controlling administrative and user access to Customer environments;
• testing Customer configuration changes, Microsoft updates, Kittix updates, and business processes before production deployment when appropriate;
• providing accurate information required to issue and maintain Kittix licenses; and
• using the Software in accordance with the Documentation.

Customer remains responsible for its business processes, inventory decisions, warehouse operations, maintenance operations, accounting decisions, system configuration, and data.

9. Subscription Term and Automatic Renewal

Unless an Order states otherwise, each paid subscription has an initial term of twelve (12) months.

At the end of the initial Subscription Term, and at the end of each renewal term thereafter, the subscription will automatically renew for an additional twelve (12) months unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

A notice of non-renewal prevents the next renewal but does not terminate or shorten the then-current paid Subscription Term.

Unless an Order provides otherwise, renewal pricing will be based on Kittix’s then-current pricing for the applicable Software and license scope.

10. Fees, Invoicing, and Taxes

Unless an Order states otherwise:

1. annual subscription fees are invoiced in advance;
2. invoices are due within thirty (30) days of the invoice date;
3. additional licensed sites, quantities, products, or entitlements added during an existing Subscription Term may be prorated through the end of the then-current Subscription Term and invoiced when added; and
4. fees are stated exclusive of applicable taxes.

Customer is responsible for applicable sales, use, value-added, withholding, or similar taxes associated with its purchase or use of the Software, excluding taxes based on Kittix’s net income.

11. Cancellation and Refunds

Paid annual subscriptions are non-cancelable and non-refundable after the applicable Subscription Term begins, except:

1. where Kittix terminates the affected subscription due to an uncured material breach by Kittix;
2. where a refund is expressly required under the warranty remedies in this Agreement;
3. where a refund is expressly required under the intellectual-property remedies in this Agreement; or
4. where applicable law requires otherwise.

Customer may elect not to renew a subscription by providing notice in accordance with Section 9.

Customer’s decision not to renew does not entitle Customer to a refund or credit for any unused portion of the current Subscription Term.

12. Support and Maintenance

Standard subscription support is provided during Kittix’s normal business hours and is governed by the applicable Kittix Support Policy or Order.

Kittix may separately offer enhanced support services, implementation services, consulting services, or service-level commitments under an applicable Order or separate agreement.

Unless expressly stated in an Order, the standard subscription does not include a twenty-four-hour, seven-day-per-week support obligation or guaranteed response or resolution times.

Kittix may provide corrections, patches, maintenance releases, enhancements, or new versions of the Software.

13. Microsoft Platform Compatibility

Kittix will use commercially reasonable efforts to maintain compatibility between the Software and supported versions of applicable Microsoft Dynamics 365 products.

Microsoft may modify Dynamics 365, Power Platform, Azure, Warehouse Management, Asset Management, APIs, frameworks, security requirements, deployment technologies, or other components independently of Kittix.

Such Microsoft changes may require a Kittix update, configuration change, maintenance release, or other remediation.

Kittix does not warrant compatibility with unsupported or obsolete Microsoft product versions, Customer or third-party modifications that interfere with Kittix functionality, unsupported extensions or customizations, third-party software not expressly identified as supported by Kittix, or Microsoft changes that have not provided Kittix a commercially reasonable opportunity to evaluate and accommodate them.

14. Intellectual Property

Kittix and its licensors retain all right, title, and interest in and to the Software, source code and object code, algorithms, processes, architectures, and technical designs, Documentation, Kittix trademarks and branding, licensing technology, modifications, enhancements, and derivative works created by or for Kittix, and all associated intellectual property rights.

Customer receives only the limited license rights expressly granted by this Agreement.

No ownership interest in the Software or Kittix intellectual property is transferred to Customer.

15. Customer Data

Customer retains all right, title, and interest it otherwise holds in Customer data.

Kittix Core primarily operates within Customer’s Microsoft Dynamics 365 environment. Use of Kittix Core does not transfer ownership of Customer data to Kittix.

Customer authorizes Kittix to access or process Customer data only to the extent reasonably necessary to provide contracted implementation, support, troubleshooting, maintenance, or other services requested by Customer.

Any processing of personal information by Kittix is also subject to the applicable Kittix Privacy Policy and, when applicable, a separate data processing agreement.

16. Confidentiality

Each party may receive non-public business, commercial, security, technical, or other confidential information from the other party.

The receiving party will use confidential information only for purposes related to the parties’ business relationship, protect it using reasonable safeguards, and disclose it only to personnel, contractors, affiliates, or professional advisers who have a legitimate need to know and are subject to appropriate confidentiality obligations.

Confidential information does not include information the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from another source without confidentiality restriction, or publicly available through no breach of obligation.

17. Feedback

If Customer voluntarily provides suggestions, ideas, recommendations, or feedback concerning the Software, Customer grants Kittix a worldwide, perpetual, irrevocable, royalty-free right to use that feedback to develop, improve, market, support, and provide Kittix products and services.

This section does not transfer ownership of Customer confidential information to Kittix.

18. Limited Warranty

Kittix warrants that, during an applicable paid Subscription Term, the Software will materially perform in accordance with its Documentation when properly installed, configured, licensed, and used in a supported environment.

This warranty does not apply to problems resulting from Microsoft products or services, third-party software, unsupported modifications, incorrect configuration, Customer data, misuse, unauthorized access, infrastructure outside Kittix’s reasonable control, or use contrary to the Documentation.

Customer’s exclusive remedy for breach of this warranty is for Kittix, at its option, to use commercially reasonable efforts to correct the material nonconformity, provide a reasonable workaround, or terminate the affected Software entitlement and refund prepaid fees attributable to the unused portion of the affected Subscription Term.

19. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, DOCUMENTATION, TRIAL SOFTWARE, AND RELATED SERVICES ARE PROVIDED “AS IS.”

KITTIX DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

KITTIX DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT EVERY CUSTOMER CONFIGURATION, CUSTOMIZATION, MICROSOFT UPDATE, OR THIRD-PARTY COMPONENT WILL BE COMPATIBLE WITH THE SOFTWARE.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EXCEPT FOR AMOUNTS CUSTOMER OWES KITTIX, A PARTY’S FRAUD OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SOFTWARE, AN ORDER, OR THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO KITTIX FOR THE AFFECTED SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

For trial or evaluation Software provided without charge, Kittix’s aggregate liability will not exceed US $100, to the maximum extent permitted by applicable law.

21. Intellectual Property Claims

Kittix will defend Customer against a third-party claim alleging that Customer’s authorized use of unmodified Kittix Software infringes a United States patent, copyright, or trademark and will pay damages finally awarded against Customer or agreed in a settlement approved by Kittix.

This obligation does not apply to claims arising from Customer modifications, combinations with products or technology not supplied or approved by Kittix when the combination creates the claim, use outside the authorized license scope, continued use after Kittix provides a reasonable non-infringing alternative, or specifications or instructions supplied by Customer.

Customer must promptly notify Kittix of the claim and provide Kittix reasonable control of the defense and settlement.

If a qualifying infringement claim occurs or is reasonably likely, Kittix may modify or replace the affected Software, obtain continued usage rights, or terminate the affected license and refund prepaid fees attributable to the unused portion of the applicable Subscription Term.

22. Suspension and Termination

Either party may terminate an applicable Order for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice describing the breach, unless the breach is incapable of cure.

Kittix may suspend or terminate access to licensed functionality when an applicable Subscription Term expires, required fees remain unpaid after applicable notice and cure periods, Customer materially violates license restrictions, Customer attempts to circumvent Kittix licensing or security controls, or continued use creates a material security, legal, or intellectual-property risk.

Termination by Customer for convenience during an active paid Subscription Term does not create a right to a refund.

Upon termination or expiration, Customer must discontinue use of the Software except for any limited safe-continuation functionality expressly permitted under Section 5.

Sections intended by their nature to survive termination will survive, including provisions relating to intellectual property, confidentiality, payment obligations, restrictions, disclaimers, limitations of liability, and dispute resolution.

23. Assignment

Customer may not assign or transfer this Agreement, an Order, or a Kittix license without Kittix’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer’s relevant business assets where the successor agrees in writing to assume Customer’s obligations and the transfer does not circumvent applicable license restrictions.

Kittix may assign this Agreement in connection with a merger, reorganization, sale of substantially all assets, or transfer of the applicable Kittix business.

License Files may require reissuance following an approved assignment, tenant change, legal-entity change, site reassignment, or other change affecting the licensed entitlement.

24. Export and Legal Compliance

Each party will comply with applicable laws and regulations relating to its performance under this Agreement.

Customer will not export, re-export, transfer, or use the Software in violation of applicable export-control, sanctions, or trade laws.

25. Governing Law and Dispute Venue

This Agreement and any dispute arising from or relating to it will be governed by the laws of the State of Texas, United States of America, without regard to conflict-of-law principles.

The parties consent to exclusive jurisdiction in the state and federal courts serving the Texas county in which Kittix maintains its principal place of business at the time the applicable proceeding is filed.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26. Notices

Formal legal notices under this Agreement must be in writing.

Notices to Customer may be delivered to the legal, administrative, billing, or other business contact identified in the applicable Order.

Kittix may identify an additional physical notice address in an applicable Order or on its official website.

Notices relating to non-renewal under Section 9 may be delivered by email to the applicable business or legal contact designated by the receiving party.

27. Order of Precedence

If there is a conflict among documents governing Customer’s purchase, the following order of precedence applies unless expressly stated otherwise:

1. an Order signed or expressly accepted by Kittix and Customer;
2. any applicable data processing agreement;
3. this Agreement;
4. the Kittix Support Policy; and
5. the Documentation.

Microsoft licensing agreements and terms govern Customer’s use of Microsoft products and services separately from this Agreement.

28. Changes to This Agreement

For an active paid Subscription Term, material changes to this Agreement will generally apply beginning with Customer’s next renewal unless Customer expressly agrees otherwise or an earlier change is reasonably necessary to comply with applicable law or address a material security or legal requirement.

The version of this Agreement applicable to an Order will be identified by its effective date.

29. Entire Agreement

This Agreement, together with the applicable Order and any incorporated documents, constitutes the agreement between Kittix and Customer concerning the Software and supersedes prior or contemporaneous discussions or representations regarding that subject matter.

Terms contained in Customer purchase orders, procurement portals, or other Customer-provided documents do not modify this Agreement unless Kittix expressly agrees to them in writing.

If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be interpreted as closely as permitted to its intended effect.

Failure to enforce any provision is not a waiver of that provision.

Electronic acceptance and electronic signatures may be used to enter into Orders and this Agreement to the extent permitted by applicable law.