Effective Date: 4/1/2024
Company: Framework Systems LLC. (“Licensor”)
Product: Framework EDI (“Solution”)
Licensor grants you (“Licensee”) a limited, non-exclusive, non-transferable, revocable license to access and use the Solution solely for your internal business purposes in accordance with this Agreement and applicable documentation.
Licensee may not:
The Solution is licensed, not sold. All rights, title, and interest (including intellectual property rights) remain with Licensor.
Licensee agrees to pay all applicable fees in accordance with Licensor’s published pricing and payment terms unless otherwise agreed in writing.
Licensor may provide updates, enhancements, or support services at its discretion, subject to a separate support agreement if applicable.
Both parties agree to maintain the confidentiality of proprietary or sensitive information exchanged in connection with this Agreement.
Use of the Solution is subject to Licensor’s Privacy Policy, available at [insert link]. Licensee is responsible for ensuring compliance with all applicable data protection laws.
This Agreement remains in effect until terminated. Licensor may suspend or terminate the license if Licensee breaches any provision. Upon termination, Licensee must cease all use of the Solution and destroy all copies.
The Solution is provided “as is” and “as available.” Licensor disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement or the use of the Solution.
This Agreement is governed by the laws of [Insert State/Province, Country], without regard to conflict-of-law principles. Disputes shall be resolved through binding arbitration or courts located in [Insert Jurisdiction].
This Agreement constitutes the entire agreement between the parties regarding the Solution and supersedes any prior agreements or understandings.
By accessing or using the Solution, you acknowledge that you have read, understood, and agree to be bound by this Solution License Agreement.
👉 Do you want me to make this short and website-friendly (click-wrap style), or a full enterprise license agreement more like what you’d hand to Microsoft resellers and customers during negotiations?
Make the license agreement more complicated
Thought for 1m 37s
Absolutely—here’s a more robust, enterprise-grade Solution License Agreement you can publish on your site (with placeholders to customize). It includes detailed definitions, license metrics, partner/reseller mechanics, support/SLA summaries, DPA references, Microsoft Dynamics 365 dependencies, audit/usage verification, indemnities, and more.
Version: [v20XX.X]
Effective Date: [Month DD, YYYY]
Licensor: Framework Systems Inc., a [State/Country] corporation (“Licensor”, “Framework Systems”, “we”, “us”, or “our”)
Solution: Framework EDI for Microsoft Dynamics 365 Finance & Operations / Finance & Supply Chain Management (the “Solution”)
Contact: [legal@frameworksystems.com] | [Business Address]
READ CAREFULLY. By clicking “I Agree”, installing, deploying, or using the Solution (including any components, connectors, documentation, or sample content), the person or entity accepting these terms (“Licensee”, “you” or “your”) agrees to be bound by this Solution License Agreement (“Agreement”). If you accept on behalf of an organization, you represent that you have authority to bind that organization.
If you purchase through a reseller or marketplace, Section 3.6 applies. If you receive a Proof-of-Concept or Trial, Section 4 applies. These Online Terms may be referenced by and incorporated into an Order Form, SOW, or Partner Agreement.
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 “AUP” means Licensor’s Acceptable Use Policy, incorporated by reference: [URL].
1.3 “Business Hours” means [9:00–17:00 local time, Monday–Friday, excluding U.S. federal holidays], unless otherwise stated in an Order Form.
1.4 “Confidential Information” means information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential, including product roadmaps, pricing, security documentation, and non-public data flows.
1.5 “Customer Data” means data you submit to or process with the Solution, including EDI transactions, master data, configuration data, and logs originating from your environments.
1.6 “Documentation” means the then-current user guides and technical documentation made available by Licensor.
1.7 “Environment” means a Microsoft Dynamics 365 instance (e.g., Production, Sandbox, UAT) within your tenant where the Solution is deployed.
1.8 “License Metrics” means the usage quantities specified in an Order Form (e.g., Named Users, Integration Users, trading partners, transactions, Environments).
1.9 “Order Form” means a transaction document (quote, order, SOW, marketplace order, or reseller order) that references this Agreement and sets commercial terms.
1.10 “Professional Services” means fee-based services (e.g., implementation, mapping, training) described in an Order Form or SOW.
1.11 “Updates” means bug fixes, patches, minor enhancements, or new versions that Licensor makes generally available to subscribers.
1.12 “Third-Party Platform” means Microsoft Dynamics 365, Azure, data transfer services (e.g., AS2/FTP/HTTPS/VAN), and other non-Licensor products or services.
2.1 License. Subject to payment of fees and compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable right to install and use the Solution within Licensee’s tenant solely for Licensee’s internal business purposes, in accordance with the License Metrics and Documentation.
2.2 License Types. The Solution is licensed by subscription unless otherwise stated. Common metrics include:
(a) Named User (human users assigned to Security Roles utilizing the Solution);
(b) Integration User (non-human service accounts running integrations/batch);
(c) Trading Partner Count (unique partners transacting via the Solution);
(d) Transaction Volume (monthly/annual EDI documents processed);
(e) Environment Count (Production and stated number of non-Production).
Order Form prevails if metrics differ.
2.3 Restrictions. Except as expressly permitted, Licensee shall not: (i) copy (except for reasonable backup), modify, translate, or create derivative works; (ii) reverse engineer, decompile, or attempt to derive source code; (iii) circumvent license controls or telemetry; (iv) rent, lease, time-share, host, or provide the Solution as a service to third parties; (v) benchmark or publish performance results without Licensor’s prior written consent; (vi) remove proprietary notices; or (vii) use the Solution for High-Risk Activities (Section 14.3).
2.4 Affiliate Use. Affiliates may use the Solution under Licensee’s subscription if listed on the Order Form; Licensee remains responsible for Affiliate compliance.
2.5 Territory & Tenancy. Use is limited to Licensee’s tenant(s) and regions specified in the Order Form. Cross-tenant or multi-region deployment requires Licensor’s written approval.
2.6 Evaluation/Trial. See Section 4.
3.1 Orders. Licensee may purchase subscriptions, add-ons, mapping packs, and Professional Services via an Order Form.
3.2 Fees & Invoicing. Fees are due per the Order Form. Unless otherwise stated: invoices are due net 30 days from invoice date; late amounts accrue 1.5% per month or the maximum allowed by law.
3.3 Auto-Renewal. Subscriptions renew for successive terms equal to the prior term unless either party gives non-renewal notice at least 30 days before the end of the then-current term.
3.4 True-Up / Overages. If usage exceeds License Metrics, Licensor may invoice overage fees or adjust metrics at renewal. Licensee agrees to cooperate with usage verification (Section 9).
3.5 Taxes. Fees exclude taxes. Licensee is responsible for all sales, use, VAT/GST, and similar taxes (excluding taxes on Licensor’s income).
3.6 Resellers/Marketplace. If purchased through a reseller or marketplace, pricing, billing, and refunds are handled by that provider; the license rights and restrictions are governed by this Agreement, unless the reseller agreement expressly supersedes.
4.1 Trial License. For any no-fee trial, POC, or sandbox evaluation, the Solution is provided “AS IS” without support, warranty, indemnity, or SLA. Trial use is limited to the period stated (or 30 days if unspecified) and non-production data only.
4.2 Conversion. At trial end, continued use requires an active subscription. Licensor may disable or limit functionality upon trial expiration.
5.1 Third-Party Platforms. The Solution is designed for Microsoft Dynamics 365 F&O/FSCM and may rely on Azure and transport layers (AS2/FTP/HTTPS/VAN). Licensee must maintain valid licenses and connectivity. Licensor is not responsible for outages, changes, or defects of Third-Party Platforms.
5.2 Deployment. The Solution is delivered as an LCS deployable package/extension with code executing inside AOS using D365 tables, batch framework, and number sequences. Licensee is responsible for appropriate security roles, environments, and backups.
5.3 Compatibility. Licensor will use commercially reasonable efforts to keep the Solution compatible with supported D365 releases. Licensee agrees to apply Updates reasonably promptly and to coordinate major D365 upgrades with Licensor guidance.
5.4 Changes by Microsoft. If Microsoft or a Third-Party Platform materially changes APIs or behavior and such change degrades the Solution, Licensor will use commercially reasonable efforts to provide a workaround or Update; if none is feasible, the parties will discuss equitable adjustments. Licensor is not liable for Third-Party changes.
6.1 Support Plan. During a paid subscription, Licensor will provide Support & Maintenance per Schedule A (Support & SLA). Different plans (Standard/Priority) may apply per Order Form.
6.2 Updates. Updates may include fixes and minor enhancements; Licensor may require the latest Update as a condition of Support.
6.3 End of Support. Licensor may designate versions as End-of-Support with 12-weeks’ notice.
7.1 Scope. Any Professional Services (implementation, mapping, customizations, training) will be defined in an Order Form or SOW. Deliverables are deemed accepted upon the earlier of (i) signature of acceptance, or (ii) 10 days after delivery if no material non-conformance is reported.
7.2 Change Orders. Material changes require a written change order.
7.3 Deliverables IP. Unless expressly stated otherwise, Licensor retains all IP in tools, templates, and deliverables; Licensee receives a license to use deliverables solely with the Solution.
8.1 Data Location & Control. Because the Solution is native to D365, Customer Data generally remains in your Microsoft tenant. Certain diagnostics (e.g., error traces, telemetry) may be transmitted to Licensor for Support.
8.2 DPA. If the Solution processes Personal Data on your behalf, the Data Processing Addendum (DPA) at [URL] is incorporated by reference and governs such processing.
8.3 Security. Licensor maintains administrative, technical, and physical safeguards described in the Security Overview at [URL]. You are responsible for securing your tenant, credentials, and network.
8.4 Trading Partner Obligations. Licensee is responsible for its trading-partner agreements, EDI compliance, and timely exchange/acknowledgements (e.g., 997s). Licensor does not guarantee partner SLAs.
9.1 Telemetry & Reports. The Solution may collect usage telemetry (e.g., user counts, document counts) to verify License Metrics and improve performance.
9.2 Self-Audit. Upon request (no more than twice per year), Licensee will provide a written certification of compliance and reasonable system-generated evidence.
9.3 Audit. With 10 business days’ prior notice, Licensor may audit during Business Hours; audits will minimize disruption and protect Confidential Information. Overages >5% may be invoiced retroactively, plus reasonable audit costs.
10.1 Ownership. The Solution is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Solution, Documentation, and Updates.
10.2 Feedback. Licensee grants Licensor a perpetual, irrevocable, royalty-free license to use Feedback for any purpose, excluding identification of Licensee without consent.
Each party will use the other’s Confidential Information solely to perform under this Agreement and will protect it using the same care it uses for its own confidential information (not less than reasonable care). Exclusions include information that is public, already known, independently developed, or rightfully received from a third party. Compelled disclosure is permitted with notice (if lawful). Confidentiality obligations survive for 5 years (trade secrets per applicable law).
12.1 Limited Warranty. Licensor warrants that during the subscription term the Solution will materially conform to the Documentation. Licensee’s exclusive remedy and Licensor’s sole obligation is to use commercially reasonable efforts to correct non-conformities reported with reasonable detail.
12.2 Exclusions. The warranty does not apply to issues caused by: (i) use not in accordance with the Documentation; (ii) modifications not made by Licensor; (iii) Third-Party Platforms; (iv) unsupported versions; (v) Force Majeure.
12.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, THE SOLUTION, UPDATES, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LICENSOR DISCLAIMS ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13.1 IP Indemnity by Licensor. Licensor will defend and indemnify Licensee against third-party claims alleging that the unmodified Solution, when used as permitted, infringes a U.S. patent, copyright, or trade secret, and will pay damages finally awarded (or settlement approved by Licensor). If a claim arises, Licensor may (at its option): (a) modify the Solution; (b) replace it with a non-infringing equivalent; or (c) terminate the affected license and refund pre-paid, unused fees for the remaining term.
Exclusions: claims based on (i) combination with non-Licensor items; (ii) compliance with Licensee instructions; (iii) unsupported versions; (iv) open-source components governed by their own licenses; or (v) use beyond scope.
13.2 Indemnity by Licensee. Licensee will defend and indemnify Licensor against claims arising from: (i) Customer Data (including EDI content) or Licensee’s violation of law or AUP; (ii) use of the Solution in breach of this Agreement; or (iii) combinations or modifications not provided by Licensor.
13.3 Process. The indemnified party must promptly notify the indemnifying party, give sole control of the defense, and provide reasonable cooperation.
14.1 AUP. Licensee must comply with the AUP. Licensor may suspend access for AUP violations with prompt notice.
14.2 Anti-Corruption; Sanctions. Licensee will comply with applicable anti-bribery and trade laws (e.g., FCPA, UK Bribery Act) and not use the Solution in violation of sanctions or export controls.
14.3 High-Risk Activities. The Solution is not designed for nuclear facilities, aviation navigation, life-support, or other activities where failure could lead to death or serious injury.
14.4 U.S. Government End Users. The Solution is commercial computer software. Rights are granted only as set forth in this Agreement pursuant to FAR 12.212 and DFARS 227.7202.
15.1 Cap. EXCEPT FOR (i) LICENSEE’S PAYMENT OBLIGATIONS; (ii) INFRINGEMENT OF LICENSOR IP BY LICENSEE; OR (iii) EACH PARTY’S INDEMNITY OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE FOR THE SOLUTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
15.2 Exclusion. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS/REVENUE/GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
15.3 Basis of Bargain. These limitations reflect the allocation of risk and are essential elements of the bargain.
16.1 Term. The Agreement begins on the Effective Date and continues while a subscription is active.
16.2 Suspension. Licensor may suspend access for (i) non-payment; (ii) security risk; or (iii) AUP violations. Suspension is limited to the affected component where feasible.
16.3 Termination for Cause. Either party may terminate if the other materially breaches and fails to cure within 30 days of notice (10 days for non-payment).
16.4 Effect. Upon termination or expiration, Licensee must cease use, uninstall, and delete all copies. Sections intended to survive (including 1, 3.5, 5.4, 6.3, 8–15, 16.4, 17–20) survive.
The Solution may include third-party or open-source components subject to their own licenses. A list and applicable notices are provided in the product or at [URL]. To the extent required by open-source licenses, such terms will supersede this Agreement only for those components.
Licensor may use Licensee’s name and logo to identify Licensee as a customer on websites and sales materials, consistent with Licensee’s brand guidelines. Licensee may opt out by written notice. Neither party will issue press releases without the other’s written approval.
19.1 Notices. Notices must be in writing and sent to the addresses below (or updated by notice). Email notices are effective if sent to legal@frameworksystems.com (Licensor) and to your notice email on the Order Form.
19.2 Assignment. Neither party may assign without consent, except to an Affiliate or in a merger, reorganization, or sale of substantially all assets (not to a competitor of the other party without consent).
19.3 Subcontractors. Licensor may use subcontractors; Licensor remains responsible for their performance.
20.1 Governing Law; Venue. This Agreement is governed by the laws of [Commonwealth of Massachusetts, USA], excluding conflict-of-laws rules. Jurisdiction and venue lie in the state and federal courts located in [Suffolk County, Massachusetts].
20.2 Dispute Resolution (Optional Arbitration Clause). [If selected on the Order Form: Disputes will be finally resolved by binding arbitration under the Commercial Rules of the AAA in Boston, MA.]
20.3 Force Majeure. Neither party is liable for failure due to events beyond reasonable control (including outages of Third-Party Platforms), except payment obligations.
20.4 Order of Precedence. In case of conflict: (1) DPA (for data processing); (2) Order Form; (3) these Online Terms; (4) Documentation; (5) AUP/Security Overview.
20.5 Entire Agreement; Updates. This Agreement is the entire agreement regarding the Solution and supersedes prior terms. Licensor may update these Online Terms from time to time; material changes will be effective at the next renewal or 30 days after notice (whichever is later), unless required by law or security.
20.6 Severability; Waiver. If any provision is invalid, the remainder remains in effect. Failure to enforce is not a waiver.
20.7 Independent Contractors. The parties are independent contractors.
20.8 Electronic Acceptance. Electronic signatures and click-through acceptances are valid and enforceable.
Coverage: Business Hours unless Priority plan specifies extended or 24×7 for P1 incidents.
Channels: Support portal/email [support@frameworksystems.com].
Severity & Targets (not guarantees):
No illegal, infringing, or harmful content or activities; no interference with network integrity; no credential sharing beyond License Metrics; no attempts to bypass security or license mechanisms; reasonable transaction volumes and API call rates per Documentation.
If and to the extent the Solution processes Personal Data, the DPA at [URL] (including any SCCs where applicable) applies and forms part of this Agreement.
By installing, deploying, or using the Solution, you acknowledge that you have read and agree to this Agreement, including Schedules A–E and the documents referenced by URL.
We use cookies to analyze website traffic and optimize your website experience. By accepting our use of cookies, your data will be aggregated with all other user data.