Dynamics ATS End User License Agreement
This Dynamics ATS End User License Agreement (“Agreement”) is entered into by and between the End User (“End User,” “You,” “Your”) and Dynamics CRM Recruiting Solutions (“Dynamics ATS,” “we,” “our,” or “us”), provider of the Dynamics ATS software application.
By purchasing, downloading, installing, or using Dynamics ATS, End User acknowledges and agrees to be bound by this Agreement in full. If End User does not agree, End User must not purchase, install or use Dynamics ATS.
Non-Negotiable Terms. This Agreement is non-negotiable. Any conflicting purchase order terms, procurement terms, or other agreements issued by End User shall have no effect and are expressly rejected.
1. Products and Services
1.1 Application. Dynamics ATS is a managed solution installed in End User’s Microsoft Dynamics 365/Dataverse environment and supported by Azure services.
1.2 Scope of License. One paid subscription entitles End User to install and use Dynamics ATS in one (1) production Microsoft Dynamics 365 App Enabled Dataverse environment within its Microsoft tenant. Use of Dynamics ATS in additional environments, including sandbox environments, requires additional subscriptions unless expressly included in the applicable invoice or order form.
1.3 Enhancements. Additional terms may apply to certain enhancements. In the event of a conflict, enhancement terms prevail.
2. License Terms
2.1 End User’s Rights
End User may adopt, use, configure, customize, localize, and integrate Dynamics ATS solely for its internal business purposes within its Microsoft tenant.
2.2 Restrictions
End User shall not:
(a) distribute Dynamics ATS outside its internal workforce;
(b) share the Dynamics ATS solution file, customizations, or translations outside its systems or facilities;
(c) distribute Dynamics ATS through any online marketplace without our written consent;
(d) decompile, reverse engineer, or attempt to derive solution components and source code without our written consent;
(e) use Dynamics ATS, or any Confidential Information or Intellectual Property of Dynamics CRM Recruiting Solutions, to design, build, market, or assist in designing, building, or marketing any alternative or competing ATS, CRM, or recruiting solution, or any solution that has the effect of circumventing the need to license Dynamics ATS.
(f) provide any third-party access to environments containing Dynamics ATS without our written consent;
(g) misrepresent or violate Microsoft licensing requirements;
(h) modify or share Dynamics ATS solution components and code without our written consent.
2.3 Ownership of Intellectual Property
Dynamics ATS is licensed, not sold. All rights, title, and interest in and to Dynamics ATS, including all updates, enhancements, derivative works, and intellectual property, remain exclusively with Dynamics CRM Recruiting Solutions.
Injunctive Relief. End User acknowledges that unauthorized use, copying, modification, or distribution of Dynamics ATS, including building or offering a competing solution, would cause irreparable harm to Dynamics CRM Recruiting Solutions for which monetary damages would be inadequate. Dynamics CRM Recruiting Solutions shall be entitled to immediate injunctive relief (including temporary and permanent court orders) without the requirement to post bond, in addition to any other remedies available at law or equity.
2.4 Copies
Any backup or archival copies must retain all copyright, trademark, and proprietary notices.
2.5 Transfers
License rights may not be transferred or assigned without our prior written consent, except as expressly provided in Section 13.
3. Customer Responsibilities
End User is responsible for:
Maintaining valid Microsoft 365, Dynamics 365, and Power Platform licenses.
Configuring and managing its own Microsoft Entra ID policies, including MFA, conditional access, and role-based access control.
Ensuring that its Microsoft environments remain patched, current, and properly licensed.
Providing necessary cooperation and timely access to enable delivery, support, and removal of Dynamics ATS.
4. Delivery, Migration, and Removal
4.1 Delivery. Dynamics ATS is delivered as a managed SaaS application built on Microsoft Power Platform and Azure, inheriting Microsoft’s full security and compliance framework. To initiate setup, End User must (i) accept the Microsoft reseller invitation, (ii) execute the corresponding invoice and order documents, and (iii) establish a Granular Delegated Admin Privileges (“GDAP”) relationship with Dynamics CRM Recruiting Solutions. Required Microsoft Entra roles include Power Platform Administrator, Dynamics 365 Administrator, User Administrator, License Administrator, and Directory Reader.
4.2 Migration (Optional). If End User elects data migration, End User shall provide a SQL backup of its current database for assessment. Assessment typically requires seven (7) to ten (10) business days. Migration execution may require two (2) to six (6) weeks or more depending on complexity.
4.3 Removal. Upon termination, End User must maintain the GDAP relationship until Dynamics CRM Recruiting Solutions confirms full and permanent removal of Dynamics ATS. End User shall not attempt to uninstall or tamper with Dynamics ATS without our express written authorization and supervision. Failure to maintain GDAP access for removal constitutes a material breach, and End User remains liable for subscription fees until removal is completed and verified.
5. Audit Rights
Dynamics CRM Recruiting Solutions reserves the right to audit End User’s usage of Dynamics ATS.
Upon request, End User must provide administrator-level access to the environment containing Dynamics ATS or equivalent reports, logs, or other proof from the Microsoft Power Platform Admin Center.
Any administrator-level access shall be subject to End User’s Microsoft Entra ID security framework, including MFA, conditional access, logging, and revocation.
Failure to provide such access within ten (10) business days may be treated as a material breach.
6. Fees and Payment
6.1 Fees are set forth on invoices issued by Dynamics CRM Recruiting Solutions and are due as stated.
6.2 Annual Subscription License Fee. The license fee is non-refundable. Your subscription setup covers one (1) production environment. Use in sandbox or additional environments requires additional subscriptions, except where the applicable invoice or order form specifies inclusion of sandbox rights as part of a one-time setup package. Licenses auto-renew annually unless cancelled by written notice (email to [email protected]) at least thirty (30) days before the renewal invoice due date. Renewal invoices are issued forty-five (45) days before due date. End User may request changes within fifteen (15) days of invoice issuance.
If End User does not request cancellation, reduction, or termination in accordance with this Section, End User remains fully liable for payment of the renewal invoice, and Dynamics CRM Recruiting Solutions may collect such amounts as a valid debt.
6.3 Late Payment. Overdue amounts accrue interest at 1.5% per month (or maximum allowed by law). End User shall reimburse Dynamics CRM Recruiting Solutions for reasonable costs of collection, including attorney’s fees. In addition, End User’s licenses, services, and support under this Agreement will be suspended if any invoice remains unpaid past its due date, until all outstanding amounts are paid in full.
7. Support and Maintenance
7.1 Support. The annual license includes standard support: access to our support portal, product updates, bug fixes, and new versions.
7.2 Exclusions. Support does not cover customer customizations, third-party integrations, or issues arising from End User’s Microsoft licensing, tenant configuration, or failure to comply with this Agreement.
8. Confidentiality
Both parties agree to protect confidential information using reasonable precautions and not disclose it except as permitted herein or required by law. Mandatory disclosures require prompt notice and cooperation.
9. Term and Termination
9.1 Agreement takes effect upon End User’s purchase, download, installation, or use of Dynamics ATS.
9.2 Either party may terminate for material breach, insolvency, failure to pay, or intellectual property/confidentiality violations.
9.3 End User Obligations Upon Termination
(a) End User remains obligated to pay all outstanding amounts.
(b) End User must provide GDAP access for Dynamics CRM Recruiting Solutions to fully remove Dynamics ATS.
(c) End User shall not attempt to remove or tamper with Dynamics ATS without our written authorization.
(d) Failure to grant such access constitutes a material breach, and End User remains liable for subscription fees until removal is verified.
(e) Sections 2, 3, 5, 6, 7, 8, 9.3, 10, 11, 12 and 13 survive termination.
10. Data Privacy & Protection
Dynamics CRM Recruiting Solutions does not use End User’s data for any purpose other than providing Dynamics ATS. All data privacy, access, storage, and retention are governed solely by End User’s Microsoft Entra ID and Microsoft 365 policies.
Compliance Disclaimer. Dynamics ATS relies on Microsoft’s compliance certifications (e.g., SOC, GDPR, FedRAMP). Dynamics CRM Recruiting Solutions makes no independent representations regarding hosting or regulatory compliance.
11. Warranty Disclaimer
To the maximum extent permitted by law, Dynamics CRM Recruiting Solutions disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. Dynamics ATS is provided “as is.”
12. Limitation of Liability
To the maximum extent permitted by law, Dynamics CRM Recruiting Solutions shall not be liable for any consequential, incidental, indirect, or special damages, including lost profits.
Cap on Liability. In no event shall Dynamics CRM Recruiting Solutions’ aggregate liability exceed the total license fees paid by End User during the twelve (12) months preceding the claim.
13. Miscellaneous
13.1 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control.
13.2 Assignment. End User may not assign this Agreement without our written consent. Dynamics CRM Recruiting Solutions may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets without End User’s consent.
13.3 Export Control. End User shall not use or export Dynamics ATS in violation of U.S. export laws or regulations, or in embargoed or restricted jurisdictions.
13.4 Change of Terms. Dynamics CRM Recruiting Solutions may update this Agreement from time to time. Continued use of Dynamics ATS following notice of changes constitutes acceptance of the updated Agreement.
13.5 Governing Law. This Agreement is governed by Texas law. Exclusive venue is Harris County, Texas, unless otherwise agreed.
13.6 Entire Agreement. This Agreement constitutes the entire understanding between the parties. No waiver or amendment shall be effective unless in writing and signed by Dynamics CRM Recruiting Solutions.
13.7 Click-Wrap Acceptance. By purchasing, downloading, installing, or using Dynamics ATS, End User acknowledges acceptance of this Agreement.