Terms and Conditions

These Terms and Conditions (“Terms”) are an agreement between Blue Dragonfly, LLC (“Blue Dragonfly”, “we”, “us”, or “our”) and the business that installs or uses one of our Apps (“you” or “Customer”). Please read these Terms carefully before installing or using an App.

Acceptance

By installing, registering, or using an App, you accept these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” refers to that entity. If you do not agree to these Terms, do not install or use the Apps.

Your use of the Apps is also subject to our Privacy Policy, which describes the information we collect and how we use it.

Scope

These Terms govern the apps (extensions) that Blue Dragonfly publishes on the Microsoft commercial marketplace (Microsoft AppSource) for Microsoft Dynamics 365 Business Central online. The Apps are offered to businesses located in the United States.

These Terms do not govern:

• Consulting, custom development, and per-tenant extensions (PTEs). Those services are provided under a separate master services agreement and statements of work between you and Blue Dragonfly.
• Microsoft products and services. Business Central, the Microsoft commercial marketplace, and related Microsoft services are governed by your agreements with Microsoft.
• Third-party services that our Apps integrate with. Your use of those services is governed by your agreements with those providers.

Definitions

Free Trials

Each App includes a free 30 day Trial so you can evaluate it in your own Business Central environment before purchasing. To start a Trial, install the App from the Marketplace and complete the registration inside the App.

During and after the Trial:

• No payment information is collected to start a Trial, and you are not charged automatically when a Trial ends.
• To continue using an App after the Trial, you or your Partner must contact Blue Dragonfly to purchase a Subscription. Blue Dragonfly then issues an invoice to you or to your Partner.
• If you do not purchase a Subscription, the App license expires at the end of the Trial and the App stops functioning as described in the section titled License Expiration and Nonpayment.

We may modify or discontinue Trial offers at any time. Changes do not affect a Trial already in progress.

Subscriptions and Renewal

Subscription Term

Subscriptions are sold for an annual Subscription Term and are invoiced in advance. A Subscription begins when we activate the App license in our license management system and continues for the Subscription Term shown on the invoice.

Renewal

Before each Subscription Term ends:

• The App displays a renewal notice inside Business Central beginning approximately 30 days before the license expiration date.
• Blue Dragonfly issues a renewal invoice to you or to your Partner at least 30 days before the expiration date.

When the renewal invoice is paid, we extend the license expiration date for the next annual Subscription Term. If the renewal invoice is not paid by the expiration date, the license expires as described below.

Cancellation

You may cancel a Subscription by giving written notice to Blue Dragonfly before the renewal date. Notice may be given by email to the Blue Dragonfly email address shown on your invoice or used in correspondence with you, through our contact page, or through your Partner. Cancellation takes effect at the end of the current Subscription Term. You may continue to use the App until the end of the Subscription Term you have paid for. Fees already paid are not refunded, and canceling does not relieve you of the obligation to pay any invoice already due.

License Expiration and Nonpayment

Each App checks its license against our license management system. If a Subscription is not renewed, or a required payment is not received, the App license expires. When a license expires, the App stops functioning: depending on the App, it becomes read only or its automated processing stops. Your business data remains in your own Business Central environment and is not deleted by Blue Dragonfly when a license expires.

If a license expires for nonpayment and payment is later received, we will reactivate the license.

Partner Billing Arrangements

If your Partner is invoiced on your behalf, you remain responsible for ensuring that Subscription fees are paid. If you have paid your Partner on time and your Partner has failed to remit payment to Blue Dragonfly, notify us and we will work with you and your Partner to resolve the issue, and we will use reasonable efforts to avoid interrupting your license while it is resolved. If you have not paid your Partner on time, your license may expire as described above until payment is received.

Fees and Payment

Invoicing and Payment Methods

Blue Dragonfly invoices in United States dollars. We accept payment by credit card, EFT/ACH, and check. Invoices may include an online payment link from our payment provider, iSolutions. If you pay online, you enter your card or bank details directly with iSolutions; Blue Dragonfly does not receive or store your full card or bank account number, as described in our Privacy Policy.

Taxes

Fees are exclusive of taxes. You are responsible for any applicable sales, use, or similar taxes associated with your Subscription, other than taxes on Blue Dragonfly’s income.

Price Changes

We may change Subscription fees for a renewal Subscription Term by providing notice at least 30 days before the renewal date, which may be given by the renewal invoice. Price changes never apply to a Subscription Term you have already paid for. If you do not agree to a fee change, you may cancel before the renewal date as described above.

Refunds

Because each App includes a free Trial for evaluation, paid Subscription fees are non-refundable except where required by law or as expressly stated in these Terms. We may consider refund requests case by case, and any exception is at our sole discretion and is not a waiver of this policy.

If Blue Dragonfly permanently discontinues an App during a paid Subscription Term, or an App becomes permanently inoperable because of a change to Business Central or to a third-party service and we elect not to restore it, we will refund the prorated portion of prepaid fees for the unused remainder of the Subscription Term. This refund is your sole and exclusive remedy in that situation.

License and Intellectual Property

License Grant

Subject to these Terms and payment of applicable fees, Blue Dragonfly grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the App in your own Business Central environments for your internal business purposes during the Trial or the paid Subscription Term.

Restrictions

You may not, and may not permit anyone else to:

• copy, modify, or create derivative works of an App;
• reverse engineer, decompile, or disassemble an App, except to the extent this restriction is prohibited by law;
• sell, resell, rent, lease, sublicense, or otherwise make an App available to any third party, except that your Partner may install and administer the App on your behalf;
• circumvent, disable, or interfere with an App’s license checks, registration, or telemetry;
• remove or alter any proprietary notices in an App; or
• use an App to violate any law or the rights of any third party.

Ownership

The Apps are licensed, not sold. Blue Dragonfly and its licensors retain all right, title, and interest in and to the Apps, including all intellectual property rights. No rights are granted to you other than the license expressly stated in these Terms. Your business data remains yours and stays in your own Business Central environment.

Feedback

If you send us feedback, suggestions, or ideas about the Apps, you assign all rights, title, and interest in that feedback to Blue Dragonfly. If that assignment is ineffective for any reason, you grant Blue Dragonfly a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify, and exploit the feedback without restriction.

Registration, Data, and Telemetry

App Registration

Each App requires a registration completed inside the App, including contact, company, Partner, and environment information as described in our Privacy Policy. You agree to provide accurate and complete registration information and to keep it current. Registration information is used to create and manage your App registration and license records.

Your Business Data

The Apps run inside your own Business Central environment, which your organization controls and Microsoft hosts. Your business data stays within your Business Central environment. Aside from the registration information and the telemetry described below, the Apps do not send your data to Blue Dragonfly.

Telemetry

The Apps send operational telemetry (error codes, usage statistics, and pseudonymous identifiers) to Microsoft Application Insights so we can monitor App health, diagnose problems, and improve the Apps, as described in our Privacy Policy. This telemetry contains no business records, names, or email addresses. Telemetry is a required part of how the Apps operate and are supported and cannot be disabled for an individual customer.

Third-Party Platforms and Services

Microsoft Business Central and the Marketplace

The Apps run inside Business Central, which is operated by Microsoft under your agreements with Microsoft. Obtaining an App through the Marketplace is a process handled by Microsoft under Microsoft’s terms. Blue Dragonfly does not control, and is not responsible for, the availability or performance of Business Central, the Marketplace, or other Microsoft services.

Third-Party Integrations

Some Apps integrate with third-party products and services (for example, payment, billing, or accounting services). Your use of any third-party service requires your own agreement with that provider, and the provider, not Blue Dragonfly, is responsible for its service. Blue Dragonfly is not responsible for changes third parties make to their services or interfaces, for their availability, or for their handling of your data. If a third-party change affects an App, we will address it as described in the sections titled Support and Updates and Refunds.

Support and Updates

Support

Support for the Apps is provided by Blue Dragonfly through our contact page or through your Partner. We use commercially reasonable efforts to respond to support requests and to correct verified defects in the Apps, but we do not guarantee response times or that any particular issue can or will be resolved.

Updates

Microsoft updates Business Central online on its own schedule, including major updates twice per year. We use commercially reasonable efforts to keep each App compatible with current versions of Business Central online and to publish App updates through the Marketplace. Updates to an App are included with an active Trial or Subscription. We may add, change, or remove App features over time, provided that changes during a paid Subscription Term do not materially reduce the App’s core functionality.

Disclaimer of Warranties

THE APPS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUE DRAGONFLY, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS AND SERVICE PROVIDERS, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, BLUE DRAGONFLY DOES NOT WARRANT THAT AN APP WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR REMAIN COMPATIBLE WITH BUSINESS CENTRAL OR ANY THIRD-PARTY SERVICE, OR THAT DEFECTS WILL BE CORRECTED.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In that case, the exclusions apply to the greatest extent permitted by law.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF BLUE DRAGONFLY AND ITS SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS OR THE APPS IS LIMITED TO THE AMOUNT YOU PAID TO BLUE DRAGONFLY FOR THE APP GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR 100 USD IF YOU HAVE NOT PAID ANY FEES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BLUE DRAGONFLY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE APPS OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some states do not allow the limitation of liability for incidental or consequential damages, so some of the above limitations may not apply to you. In those states, each party’s liability is limited to the greatest extent permitted by law.

Indemnification

By Blue Dragonfly

Blue Dragonfly will defend you against any third-party claim that an App, as provided by us and used as permitted by these Terms, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement for that claim. If such a claim arises or appears likely, we may modify the App, replace it, or, if neither is commercially reasonable, terminate the affected Subscription and refund prepaid fees for the unused remainder of the Subscription Term. This section states our entire obligation and your exclusive remedy for infringement claims. It does not apply to claims arising from modifications not made by us, from combination with items not provided by us, or from use in violation of these Terms.

By You

You will defend Blue Dragonfly against any third-party claim arising from your business data, your use of an App in violation of these Terms or of law, or your violation of a third party’s rights, and will pay damages finally awarded or agreed in settlement for that claim.

Procedure

The indemnified party must promptly notify the other party of a claim, allow the other party to control the defense and settlement, and provide reasonable cooperation.

Governing Law and Dispute Resolution

These Terms and your use of the Apps are governed by the laws of the State of Utah, excluding its conflict of law rules.

If you have a concern or dispute, you agree to first try to resolve it informally by contacting Blue Dragonfly. Any dispute that cannot be resolved informally within 30 days will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Park City, Utah, unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in the state or federal courts located in Summit County, Utah, and both parties consent to the jurisdiction of those courts for that purpose.

Each party waives any right to a jury trial and agrees that disputes will be resolved on an individual basis and not as part of a class or representative action.

Legal Compliance

United States Federal Government End Use

If you are a U.S. federal government end user, the Apps are a “Commercial Item” as defined at 48 C.F.R. Section 2.101.

Export and Sanctions Compliance

You represent and warrant that (i) you are not located in a country that is subject to a United States government embargo or that has been designated by the United States government as a “terrorist supporting” country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.

General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any invoice or ordering document for a Subscription, are the entire agreement between you and Blue Dragonfly regarding the Apps and supersede all prior agreements regarding the Apps. Consulting and custom development services remain governed by their separate agreements.

Assignment

You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets, with notice to us. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Severability

If any provision of these Terms is held unenforceable or invalid, it will be modified and interpreted to accomplish its objectives to the greatest extent possible under law, and the remaining provisions remain in full force.

Waiver

A party’s failure to exercise a right or require performance under these Terms does not waive that party’s ability to do so later, and a waiver of one breach is not a waiver of any later breach.

Notices

You may send notices to Blue Dragonfly by email to the Blue Dragonfly email address shown on your invoice or used in correspondence with you, through our contact page, or by mail to the address below. We may send notices to the email or mailing address in your registration or invoice records, or by notice displayed inside the App.

Changes to These Terms

We may modify these Terms from time to time. If a revision is material, we will provide at least 30 days notice before the new terms take effect, for example by posting on our website, by email, or by notice inside the App. Changes apply from the start of your next Subscription Term unless you agree otherwise. By continuing to use an App after revised Terms take effect, you agree to the revised Terms. If you do not agree, you must stop using the App and may cancel as described in these Terms.

Contact Us

If you have any questions about these Terms, contact us through our contact page.

Blue Dragonfly, LLC PO Box 681971 Park City, Utah 84068 United States