shall have the following meanings:
“Applicable Laws” means, with respect to any legal or natural person, any transnational,
domestic or foreign federal, state or local law (statutory, common or otherwise), constitution,
treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree,
ruling or other similar requirement enacted, adopted, promulgated or applied by a
governmental authority that is binding upon or applicable to such person;
“Confidential Information” means any non-public information of Scapta, including the
Materials and all related documentation and specifications, disclosed by Scapta to You, either
directly or indirectly, in writing, orally or by inspection of tangible objects, or to which You may
have access, which a reasonable person would consider confidential and / or which is marked
“confidential” or “proprietary” or some similar designation by Scapta. Confidential Information
shall not, however, include any information which You can establish: (i) was or has become
generally known or available or is part of the public domain without direct or indirect fault,
action, or omission of You; (ii) was known by You prior to the time of disclosure, according to
Your prior written documentation; (iii) was received by You from a source other than Scapta,
rightfully having possession of and the right to disclose such information; or (iv) was
independently developed by You, where such independent development has been
documented by You.
“Embedded Software” means software owned by a third party which is used or integrated by
Scapta in the Materials or which is necessary technically linked to the Materials in order to
allow the proper use of the Materials;
“Harmful Code” means any computer code, program instruction or set of instructions that
damages computer programs, databases, software or hardware, interferes with any of such
items or has a negative influence on it without the consent of the user of the computer. This
encompasses, but is not limited to, self-propagating program instructions commonly named
viruses and worms;
“Intellectual Property Rights” means all rights in, to or arising out of copyrights, patents,
trademarks, design and database rights, rights concerning Confidential Information or trade
secrets, rights in domain names and any other intellectual property rights (whether or not
registered, existing or future);
“License Fee” means the remuneration due for the use of the Materials in accordance with the
pricing available at http://www.scaptify.com.
“License Scope” means the use of the Materials by You for internal purposes;
“Materials” means all records, logos, designs, software, text, movie files, sound files, image
files and any associated information related to Scaptify, the Shopify Connector for Microsoft
Dynamics 365 Business Central by Scapta;
“Scapta” means Scapta Appfactory nv, a public limited liability company, organised and
existing under the laws of Belgium, having its registered office at Kempische Steenweg 293/38,
3500 Hasselt, Belgium, registered with the Crossroads Bank of Enterprises under number RPR
Antwerp (division Hasselt) 0434.259.595.
“You” shall mean any user, natural or legal person ( including its users ), who signs up for the
Microsoft AppSource or any associated services and access, use or download the Materials
provided by Scapta through the Microsoft services.
Acceptance of Term of Use
or other legal entity, You represent that You have the authority to legally represent that company or
Scapta grants You a limited, non-exclusive, non-transferable, non-assignable, revocable right to
download, access and to use the Materials in accordance with the License Scope and against payment
of the License Fee. You may not modify, reverse engineer, decompile or disassemble the Materials in
whole or in part, or create any derivative works from or sublicense any rights in the Materials.
▪ do not remove any proprietary notice language in the Materials;
▪ do not infringe the Intellectual Property Rights of Scapta vested in the Materials;
post or broadcast the Materials in any media;
▪ make no modifications to any of the Materials, except where explicitly allowed by Scapta
▪ do not make any additional representations or warranties relating to the Materials;
▪ do not interfere with or disrupt the integrity, availability or performance of the Materials or
the data contained within such Materials, or attempt to gain unauthorized access to the
Materials or related systems or networks; and
▪ do not permit any other persons or other third parties to access the Materials. You are
responsible for maintaining the confidentiality of any ID and password used to access the
Materials and for any activity in relation to your account or use of the Materials.
Scapta warrants that the Materials will perform substantially in material accordance with the Terms of
Use and applicable documentation regarding existing functionality provided by Scapta. Moreover
Scapta warrants that the Materials shall be free, insofar possible, from Harmful Code and that the
Materials are designed, developed and tested in accordance with generally accepted industry practices
and standards. No new or different functionality is promised hereunder. To the extent permitted by
Applicable Law, Scapa disclaims all other warranties, express or implied, statutory or otherwise,
including without limitation warranties of merchantability, fitness for a particular purpose and any
warranties arising from a course of dealing, usage or trade practice. Scapta reserves the right, after
prior and proper notification to You, to change, remove, suspend, or disable any Materials without
Intellectual Property Rights
You acknowledge that all Intellectual Property Rights of whatever nature related to the Materials, are
and shall remain at all times the exclusive property of Scapta or the providers of Embedded Software.
Property Rights vested in the Materials.
subsequently acquired Intellectual Property Rights of a Scapta and that all Intellectual Property Rights
in all records, materials, information, documents, designs, logos or other information of any kind
provided by, or made available by Scapta shall at all times vest in and remain the sole property of Scapta.
Scapta agrees to indemnify You, defend You and hold You harmless from and against any and all third
party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements,
damages, expenses and costs incurred or suffered by You which directly relate to the violation or
infringement of any third-party intellectual property rights by Your use of the Materials in accordance
with the License Scope. The foregoing provisions of this section shall not apply to the extent
aforementioned damages relate to or arise out of Your loss of data / content, or any unauthorized use
and / or alteration of the Materials by You.
Except for (i) Scapta’s intellectual property indemnification obligations; (ii) Scapta’s wilful misconduct;
or (iii) liability which cannot be limited by Applicable Laws, Scapta’s maximum aggregate liability arising
out of or relating to the use of the Materials, regardless of the theory of liability, will be limited to 1]
two (2) times the total of License Fees paid or payable by You to Scapta for the use of the Materials for
the twelve-month period immediately preceding the date the cause of action arose, or, according to
Your choice and if applicable and available, 2] the amount of the insurance coverage held by Scapta in
relation to the relevant claim. The existence of more than one claim shall not expand such limits. You
acknowledge that the License Fees agreed upon between You and Scapta are based in part on these
limitations, and that these limitations will apply notwithstanding any failure of any essential purpose
of any limited remedy. Moreover Scapta will not ( in any event ) be liable for lost profits, lost revenue,
los business opportunities, interruption of business, or any other indirect, special, punitive, incidental
or consequential damages arising out of or relating to the use of the Materials, regardless of the theory
of liability, even if Scapta has been advised of possibility of such damages.
any cause beyond its reasonable control, including without limitation acts of war, acts of god,
earthquake, flood, weather conditions, embargo, pandemic, riot, acts of terrorism, sabotage, labour
shortage or dispute, governmental act, failure of the internet, acts of providers of Embedded Software
or other acts beyond Scapta’s reasonable control, provided that Scapta (i) gives You prompt notice of
such cause; and (ii) uses reasonable commercial efforts to correct promptly such failure or delay in
For the Materials Scapta makes an e-mail address available namely: Scaptify@scapta.com. This is your
point of contact and reference in respect of queries, complaints and technical support.
If you purchased the Materials through a partner, then the partner is your first point of contact and
reference in respect of queries, complaints and technical support and will render as much assistance
as practically possible.
Support hours and incident response time: SCAPTA’s support specialists operate between the office
hours of 9:00 to 17:00 (GMT+1), Monday-Friday, excluding public holidays in Belgium. SCAPTA will use
reasonable efforts to respond to support requests within 24 hours of their receipt.
Additional support from Scapta is available upon request from You.
You agree that you will not reproduce, sell, transfer, publish, disclose, display or otherwise make
available to third parties the Confidential Information or any other proprietary information of Scapta.
You will promptly notify Scapta if you become aware of any breach of confidentiality and security
relating to the Materials. Any third party products or services, including Embedded Software, or
information related thereto provided by Scapta to you or accessed by you as part of the Materials and
terms shall govern that particular third party service or software. Scapta will have no responsibility
with regard to the accuracy, reliability, selection, performance or use of these vendors, third parties,
products or services.
Scapta has no responsibility for the accuracy, quality, integrity, legality or reliability of any data,
information or other materials you submit to the system through your use or access of the Materials.
When processing any Personal Data (as defined in Regulation (EU) 2016/679 or any superseding
legislation) through or to the Materials, You warrant that You shall at all times comply with the
applicable data protection regulations.
uphold the monthly License Fees. Notwithstanding the foregoing, Scapta reserves the right to
you are the subject of a bankruptcy event.
If your access to the Materials expires or terminates, your right to use the Materials will stop
immediately but you will have the right to retrieve your data. If you continue using the Materials after
termination of your access to the Materials, you could be held liable for infringement of Intellectual
Property rights, which could result in significant damages being assessed against you or other legal
Scapta has the perpetual right to use data which are aggregated, anonymized, and statistical derived
from the operation of the Materials, and nothing herein shall be construed as prohibiting Scapta from
utilizing such data for business and / or operating purposes, provided that Scapta does not share with
any third party such data which reveals Your identity.
without regard to the conflicts of law principles. The courts competent for the registered office of
Scapta will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to your access
provisions shall not be impaired.
benefit and shall not be construed as conferring any rights on any other persons.