Tamaaw Technologies India, Terms Of
Use & Licensing
for Tamaaw Solutions (Dynamics 365 F&O ISV)
Version: v2.1 Effective Date: June 01, 2023
Parties, Definitions & Key Dates
The Provider refers to Tamaaw Technologies India (“Tamaaw”). The Customer is the entity identified on the Order Form acquiring a license to the Solution. The Solution means Tamaaw’s proprietary HR software and Property Management software package for Microsoft Dynamics 365 Finance & Operations (D365 F&O), including compiled object code, configuration files, documentation, updates, and license keys. A Tenant refers to a distinct Microsoft Entra (Azure AD) environment, such as production, sandbox, or UAT, in which the Solution is installed. The Order Form is a mutually executed document or electronic order that sets license scope, fees, term, and support plan. A Partner is a systems integrator or reseller authorized by Tamaaw to assist with deployment or services. Production Go‑Live Date (“Go‑Live”) refers to when the Solution is first used in production for the Customer’s business processes. Annual Maintenance Contract (“AMC”) refers to the paid support and maintenance arrangement purchased from Tamaaw.
Acceptance of Terms
License Grant & Conditional Source Code
Subject to payment of fees and compliance with these Terms, Tamaaw grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Solution solely within the licensed Tenant(s), legal entities, and modules specified in the Order Form, for internal HR operations. The license is provided in object code form only. No source code or build scripts are provided unless expressly agreed in a separate Source Code Addendum. Customers may make backup copies solely for disaster recovery while preserving proprietary notices. If a separate Source Code Addendum is executed, source code will be delivered under strict conditions, including continuous AMC, good standing, security guarantees, and adherence to Source License terms. Any delivered source code may only be used internally and cannot be disclosed, sublicensed, or used to provide services for third parties. Unauthorized use or disclosure triggers liquidated damages of USD 500,000 per breach.
Deployment Control & Prohibited Installations
No deployment, installation, activation, or access is permitted without a signed Order Form and a valid license key issued by Tamaaw. Partners may install the Solution only with written authorization and Tamaaw-issued deployment keys. Trials, proof-of-concepts, or demos require Tamaaw’s prior written consent. Any attempt to bypass keys or telemetry is a material breach causing immediate termination without refund and entitles Tamaaw to equitable relief.
Restrictions
Customers are prohibited from reverse engineering, decompiling, modifying, sublicensing, distributing, or using the Solution to develop competing products. Use must be limited to licensed users, entities, modules, and Tenants. Proprietary notices cannot be removed or obscured, and benchmarks or competitive comparisons may only be published with Tamaaw’s written consent.
Ownership
The Solution and all intellectual property are exclusively owned by Tamaaw and its licensors. Delivery of source code does not transfer ownership; it is licensed only for internal use.
Customer Responsibilities
Customers are responsible for maintaining valid Microsoft licenses, infrastructure, and connectivity to run D365 F&O and the Solution. They are also responsible for the accuracy, legality, and compliance of Customer Data with labor, payroll, tax, privacy, and employment laws. Microsoft updates must be maintained on supported versions, and compatibility issues may only be resolved under an active AMC. Customers must provide reasonable cooperation and access for support.
Support, Maintenance & Updates
Support is subject to SLA targets, Customer cooperation, and supported Microsoft versions. Issues caused by unlicensed deployments, unauthorized modifications, unsupported versions, or external network components are excluded. Professional services, including customizations and integrations, are delivered under separate statements of work.
Fees, Licensing Models, Invoicing & Audit
Privacy, Telemetry & Security
The Solution may collect limited technical and usage information for licensing, support, and product improvement. Customer Data is not accessed persistently for licensing. Both parties will implement reasonable administrative, physical, and technical safeguards.
Warranties & Disclaimers
Tamaaw provides a 90-day limited warranty that the Solution will materially conform to documentation in a supported Microsoft environment. Remedies include repair, replacement, or a refund for the affected module. The Solution and services are otherwise provided “AS IS,” with no additional warranties.
Indemnities
Tamaaw will defend the Customer against third-party IP claims for the unmodified Solution. Customer indemnifies Tamaaw against claims arising from Customer Data or unlawful use.
Limitation of Liability
Except for unpaid fees, license breaches, or IP infringement, each party’s liability is capped at the fees paid by the Customer in the preceding 12 months. Neither party is liable for indirect, incidental, or consequential damages. Breaches of Sections (License Grant & Conditional Source Code ,Deployment Control & Prohibited Installations,Restrictions,Ownership) may result in immediate injunctive relief.
Term, Termination & Suspension
The term is defined in the Order Form. Either party may terminate for material breach with notice. Unauthorized deployment or circumvention results in automatic termination. Upon termination, all rights cease, the Solution must be uninstalled, and confidential information returned or destroyed. Sections on licensing, IP, fees, warranties, indemnities, and confidentiality survive.
Confidentiality
Each party will protect the other’s non-public information with at least reasonable care and use it only to perform under these Terms.
Compliance, Export & Anti-Bribery
Customers must comply with all applicable laws, and the Solution may be subject to export and sanctions regulations. Both parties will adhere to anti-bribery and anti-corruption laws.
High-Risk Use
The Solution is not designed for life-support, aviation, nuclear, or other inherently dangerous activities. Customers must not use it in high-risk environments.
Changes to Terms & Versions
Tamaaw may update Terms for new versions or subscriptions. Material changes apply at renewal or upon mutual execution. Security or compliance updates may apply immediately.
Assignment & Subcontracting
Customer may not assign Terms without Tamaaw’s written consent. Tamaaw may subcontract obligations while remaining responsible.
Notices
Formal notices must be in writing and delivered to addresses on the Order Form. Routine communications may be sent via email; legal notices require courier or registered mail unless agreed otherwise.
Governing Law & Dispute Resolution
These Terms are governed by the laws of India (Karnataka). Courts in Bengaluru have exclusive jurisdiction. Injunctive relief for IP breaches is available immediately.
Order of Precedence
In case of conflict, the Order Form prevails, followed by these Terms, and then Documentation. Customer purchase orders or other terms are rejected.
Source Code Addendum
Source code delivery is subject to preconditions including 36 months post Go-Live, continuous AMC, good standing, and a USD 500,000 guarantee. Use is limited to internal licensed Tenants and entities. Unauthorized disclosure triggers liquidated damages and injunctive relief. Confidentiality, IP ownership, restrictions, and remedies survive indefinitely.
Publicity & Benchmarking
Customer consents to the use of their name and logo in case studies with prior approval. Benchmark publication requires written consent from Tamaaw.
Non-Solicitation
During the term and 12 months after, Customers may not directly solicit Tamaaw personnel who worked on the account.
Practical Enforcement Notes
Deployment requires a signed Order Form and Tamaaw-issued package. Source code is withheld by default, delivered only under strict Addendum conditions. License keys are Tenant-bound and tampering voids the license. Telemetry and attestations may be used to verify compliance.