Terms of Service
End-User License Agreement for The TM Group, Inc.
This End-User License Agreement (“EULA”) is a legal agreement between you, the End User (either an individual or a single entity), and The TM Group, Inc. (TMG), for the TMG software product that accompanies this EULA, which includes associated media, licenses, and any related TMG Internet-based services (“Product”). An amendment or addendum to this EULA may accompany the Product. You agree to be bound by the terms of this EULA by installing or using the Product.
The term End User shall mean any company or individual who has purchased Licenses to use the Product exclusively for their use and benefit. The download of the Product from the Microsoft AppSource website, or installation by TMG shall constitute a purchase for terms of this agreement.
The term “Product” shall be used in this agreement to mean the TMG software applications and programs provided by TMG to the End User or Partner in any form or media, including transmission in electronic form, which includes modifications, corrections, improvements, enhancements, upgrades and updates provided now or later by TMG.
The term “Partner” shall be used in this agreement to mean a certified Microsoft Dynamics 365 reseller who maintains a current and valid agreement with Microsoft for the resale of Microsoft Dynamics 365 and is an authorized reseller of the Product.
The term “Related Material” shall mean all of the printed material, documentation, and/or media provided with the Product by the Partner or by TMG for use with the Product.
The term “License” or “Licensing” shall mean Product licenses purchased for End User use of the Microsoft Dynamics 365 product or the Product. Licensing comprises Named Users. In order to use the Product, Licenses for Microsoft Dynamics 365 Business Central must be obtained from Microsoft through TMG or another authorized reseller.
The term “Named User” shall mean a licensed individual user of the Product, set up by login identity. Product Licenses for Dynamics 365 provided by Microsoft permit a limited number of Named Users.
The term “Additional Functionality” shall mean enhancements to the Product by the Partner, whether End User-specific or for all the Partner’s End Users.
The term “Limited Warranty” shall mean a warranty by TMG that the unmodified Product will perform substantially in accordance with the Related Materials for a period of thirty (30) days from the date of receipt.
- Grant of License.
So long as you obtained the Product from TMG or from an authorized Partner through an authorized download from the Microsoft AppSource website, TMG grants you a non-exclusive, perpetual license to use the Product in the manner and for the purposes described in this Agreement, and the Related Materials. The license granted to you under this Agreement is conditional upon the timely payment by you of all applicable Product licensing fees.
- Reservation of Rights and Ownership.
TMG reserves all rights not expressly granted to you in this EULA. The Product is protected by copyright and other intellectual property laws and treaties. TMG owns the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.
- Limitations on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- No Rental/Commercial Hosting.
- Consent to Use of Data.
You agree that TMG and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Product. TMG may use this information solely to improve our products or to provide services or technologies to you and will not disclose this information in a form that personally identifies you.
- Links to Third-Party Sites.
TMG is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. TMG is providing these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by TMG of the third-party site or service.
- Additional Product /Services.
This EULA applies to updates, supplements, add-on components, or Internet-based services components of the Product that TMG may provide to you or make available to you after the date you download the Product from the Microsoft AppSource website or installation by TMG.
To upgrade the Product to future versions, you must first be licensed for the Product identified by TMG as eligible for the upgrade.
- Not for Resale Product.
Product provided to Partners and identified as “Not for Resale” or “NFR,” may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.
- Export Restrictions.
You acknowledge that the Product is subject to geographical restrictions imposed on the Dynamics 365 Business Central product by Microsoft.
- Product Transfer.
The Product may not be transferred to another legal entity, whether an individual or a single entity. Use by multiple end users under one Dynamics 365 license is restricted by Microsoft licensing guidelines.
Without prejudice to any other rights, TMG may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must uninstall the Product from your Dynamics 365 database.
- Limited Warranty for Product Acquired in the US and Canada.
TMG warrants that the unmodified Product will perform substantially in accordance with the Related Materials for a period of thirty (30) days from the date of receipt.
- If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, but only as to defects discovered during the period of this limited warranty (30 days). As to any defects discovered after the thirty-day period, there is no warranty or condition of any kind. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.
- Any supplements or updates to the Product, including, without limitation, any application updates (if any) provided to you after the expiration of the thirty-day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
- Limitation on Remedies; No Consequential or Other Damages. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by TMG, you are not entitled to any damages, including, but not limited to, consequential damages, if the Product does not meet TMG’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section entitled “Exclusion of Incidental, Consequential and Certain Other Damages” are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.
- Your Exclusive Remedy. TMG’s entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Product shall be, at TMG’s option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Product, or (b) repair or replacement of the Product, that does not meet this Limited Warranty and that is returned to TMG. You will receive the remedy elected by TMG without charge, except that you are responsible for any expenses you may incur (e.g., partner services fees). This Limited Warranty is void if failure of the Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and TMG will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with TMG’s warranty remedy procedures. To exercise your remedy, contact: TMG, Suite 100, 27555 Executive Drive, Farmington Hills, MI, 48331, US, www.tmgroupinc.com.
- Disclaimer of Warranties.
The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, TMG and its Partners provide the Product and support services (if any) as is and with all faults, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of freedom from viruses, all with regard to the Product, and the provision of or failure to provide support or other services, information, Product, and related content through the Product or otherwise arising out of the use of the Product. There is also no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to descriptions other than those of the Related Materials, or non-infringement with regard to the Product.
- Exclusion of incidental, consequential and certain other damages.
To the maximum extent permitted by applicable law, in no event shall TMG be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Product, the provision of or failure to provide support or other services, information, Product, and related content through the Product or otherwise arising out of the use of the Product, or otherwise arising out of the use of the Product, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of TMG or any partner, and even if TMG or any partner has been advised of the possibility of such damages.
- Limitation of Liability and Remedies.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of TMG under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by TMG with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Product up to the amount actually paid by you for the Product or US$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 15, 16 and 17) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- U.S. Government License Rights.
All Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995, is provided with the commercial license rights and restrictions described elsewhere herein. All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
- Applicable Law.
If you acquired this Product in the United States, this EULA is governed by the laws of the State of Maryland. If you acquired this Product in any other country, then local law may apply.
- Entire Agreement; Severability.
This EULA (including any addendum or amendment to this EULA that is included with the Product) is the entire agreement between you and TMG relating to the Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. To the extent the terms of any TMG policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. Should you have any questions concerning this EULA, or if you desire to contact TMG for any reason, please use the address information enclosed in this Product to contact the TMG subsidiary serving your country or visit TMG on the World Wide Web at http://www.tmgroupinc.com