Liaison Software Corporation

Version 2026.1 | Effective September 2026

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This is the current version of the Liaison Software Corporation End User License Agreement, published here for reference. The agreement delivered with your Liaison software product — accessible from the product's Help menu and installed in the product's documentation folder — is the agreement that governs your use of that product. Terms may vary by product, version, and date of acquisition. 

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The Agreement is a legal agreement between you and Liaison Software Corporation. By installing, copying, activating, registering, or otherwise using the Software, you agree to be bound by its terms. If you do not agree, do not install or use the Software, and you may return it in accordance with Section 6.

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1. Definitions

"Liaison Software Corporation" or "Liaison" means Liaison Software Corporation, a California corporation.

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"Liaison Software Holdings LLC" means the owner of the Liaison trademarks identified in Section 5.

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"Software" or "Program" means the Liaison software product licensed to you, in its original form and all whole or partial copies, including modified copies and portions merged into other programs, together with its documentation.

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"You" or "Licensee" means the individual or the single legal entity to which the license is registered. Common ownership, a shared server, a shared database, a shared hosting environment, or centralized information-technology administration does not make another individual or legal entity the Licensee.

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"Server" means a single physical or virtual machine on which the multi-user version of the Software is installed and from which it operates.

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"Registered User" means the Licensee identified in Liaison Software Corporation's records as the holder of the license.

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2. License Grant

The Software is licensed, not sold. Subject to the terms of this Agreement and payment of applicable fees, Liaison Software Corporation grants you a limited, non-exclusive license to install and use the Software solely for your own internal business purposes, in the country for which it was acquired. You obtain no rights other than those expressly granted under this Agreement.

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2.1 Scope of Use. Single-user licenses permit use of the Software on one machine at any one time. Multi-user licenses permit use of the Software on one Server at any one time. Where data and the Software reside on different servers, or where the Software operates across multiple servers or a wide area network, a multi-server or Wide Area Network (WAN) license is required.

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2.2 Backup. You may copy the Software for backup and archival purposes.

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2.3 Transfer. You may transfer possession of the Software to another party only if you transfer a copy of this Agreement, all documentation, and at least one complete, unaltered copy of the Software, and at the same time transfer or destroy all other copies in your possession. Your license terminates upon that transfer. The receiving party agrees to the terms of this Agreement by its first use of the Software.

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No other transfer is permitted. You may not sublicense, assign, or transfer this Agreement, the Software, or the documentation except as expressly provided in this Section. Any other attempt to sublicense, assign, or transfer any right, duty, or obligation under this Agreement is null and void.

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3. Restrictions

You may not:

• Use, copy, modify, merge, or transfer copies of the Software except as expressly permitted in this Agreement

• Reverse assemble, reverse compile, decompile, or otherwise attempt to derive or have derived the source code of the Software, except to the extent allowed under applicable law

• Sublicense, rent, lease, lend, or assign the Software or any rights in it

• Operate more copies or instances of the Software than your license permits, or operate the Software on more than one Server at any one time under a multi-user license

• Circumvent, disable, or interfere with any licensing, activation, registration, or usage-control mechanism in the Software

• Remove or alter any proprietary, trademark, or copyright notice associated with the Software

• Resell, redistribute, or make the Software available to any third party without prior written authorization from Liaison Software Corporation

• Use the Software or any Liaison intellectual property to develop a product that competes with Liaison Software Corporation or its products

• Lend, borrow, resell, disseminate any design of, or reassign the Software to any third party who may develop, produce, or resell a competing product or who may compete with Liaison Software Corporation

• Use any Liaison trademark, trade name, brand name, or logo without prior written consent​

 

4. Your Responsibilities

You are responsible for the selection of the Software and for the installation of, use of, and results obtained from the Software.

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5. Ownership and Intellectual Property

Liaison Software Corporation retains title to the Software. Liaison Software Corporation owns, or has licensed from the owner, the copyrights in the Software.

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You recognize the right, title, and interest of Liaison Software Corporation, Liaison Software Holdings LLC, and any relevant manufacturer in and to all patents, designs, utility models, software architecture and coding methodology, trademarks, trade names, know-how, trade secrets, copyrights, and other industrial and intellectual property rights relating to the Software (collectively, "Intellectual Property Rights"). All right, title, and interest in the Intellectual Property Rights remains at all times the property of Liaison Software Corporation, Liaison Software Holdings LLC, and/or the relevant manufacturer, and you may not use any Intellectual Property Rights except as permitted in this Agreement or by prior written authorization.

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The Liaison trademarks, trade names, service marks, logos, and brand names — including LIAISON MESSENGER® (U.S. Reg. No. 3135590), MESSENGER® (U.S. Reg. No. 3132649), and LIAISON MESSENGER EDD® and its logo — are the property of Liaison Software Holdings LLC and are used by Liaison Software Corporation under license.

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Nothing in this Agreement transfers to you any ownership interest in the Software or in any Intellectual Property Rights.

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6. Limited Warranty and Remedies

6.1 Limited Warranty. The Software is licensed on an "AS IS" basis. All software media carry a 90-day limited warranty from the date of purchase.

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THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

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6.2 Exclusive Remedy for Defective Media. Liaison Software Corporation's entire liability and your exclusive remedy for defective media is replacement of any media not meeting the limited warranty, returned to Liaison Software Corporation with your original purchase receipt. If Liaison Software Corporation is unable to deliver replacement media free from defects in materials or workmanship, you may terminate this Agreement by returning the Software, documentation, and any other materials provided within 90 days of purchase, and your money will be refunded.

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6.3 Money-Back Guarantee. Separate from Section 6.2, if you are not satisfied with the Software you may request a refund of the license fee within 30 days of the invoice date. To obtain a refund you must notify Liaison Software Corporation in writing within that period, discontinue all use of the Software, uninstall it from all machines, and destroy or return all copies. Upon confirmation, Liaison Software Corporation will refund the license fee paid, and your license terminates.

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This guarantee applies to the initial purchase of a license only. It does not apply to renewals, reinstatement fees, annual maintenance and support fees after the support term has begun, or to services already performed and billed at an hourly rate, including remote installation, configuration, consultation, and training.

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7. Limitation of Liability

IN NO EVENT WILL LIAISON SOFTWARE CORPORATION BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LIAISON SOFTWARE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY.

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SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

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8. Term and Termination

This Agreement is effective upon your acceptance and continues until terminated.

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You may terminate your license at any time by uninstalling the Software and destroying all copies.

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Liaison Software Corporation may terminate your license if you fail to comply with the terms and conditions of this Agreement. Upon termination for any reason you must destroy all copies of the Software in your possession and, upon request, certify in writing that you have done so.

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Sections 1, 3, 4, 5, 6.1, 7, 9, and 10, together with any payment obligations accrued before termination, survive termination or expiration of this Agreement.

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9. General Provisions

Entire Agreement. This Agreement constitutes the entire agreement between you and Liaison Software Corporation with respect to the Software and supersedes all prior or contemporaneous agreements, representations, or understandings.

Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force and effect.

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Limitation of Actions. Neither party may bring an action, regardless of form, more than two (2) years after the cause of action arose.

Assignment by Liaison. Liaison Software Corporation may assign this Agreement, in whole or in part, without your consent, to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of the assets or business to which this Agreement relates.

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No Waiver. No failure or delay by Liaison Software Corporation in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it or of any other right. Any waiver must be in writing and signed by an authorized representative of Liaison Software Corporation, and applies only to the specific instance and purpose for which it is given. Liaison Software Corporation's provision of support, configuration assistance, updates, or other services does not constitute a waiver of, consent to, or authorization of any use of the Software outside the scope of this Agreement.

Attorneys' Fees. In any action or proceeding to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, and costs, including on appeal, in addition to any other relief awarded.

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Notices. Notices to Liaison Software Corporation must be in writing and sent to Liaison Software Corporation, 20321 Lake Forest Drive, Suite D7, Lake Forest, CA 92630, Attention: Legal, by certified mail return receipt requested or by nationally recognized overnight courier. Notices to you may be sent to the address or email address associated with your account or most recently provided to Liaison Software Corporation. Notice is deemed given upon receipt, or three (3) business days after deposit with a courier or the postal service, whichever is earlier.

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Third-Party Platforms. The Software operates with third-party platforms and services, including Microsoft Dynamics 365 Business Central, Microsoft Dynamics GP, Microsoft Dynamics SL, WennSoft and Key2Act applications, and Sage, Acumatica, and NetSuite enterprise resource planning systems. Liaison Software Corporation does not control those platforms and is not responsible for their availability, performance, changes, discontinuation, or licensing terms. Your rights in those platforms are governed by your agreements with their providers, and nothing in this Agreement enlarges or modifies those rights.

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Export and Government Use. You will comply with all applicable export control and sanctions laws and will not export, re-export, or make the Software available to any prohibited country, entity, or person. The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Any use by or on behalf of the United States Government is subject solely to the terms of this Agreement.

Taxes. You are responsible for payment of any taxes resulting from this license.

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Independent Parties. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries to this Agreement.

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10. Governing Law and Venue

If you acquired the Software in the United States, this Agreement is governed by the laws of the State of California, without regard to its conflict of law provisions, and any dispute arising out of or relating to this Agreement is subject to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California. You consent to personal jurisdiction in those courts.

If you acquired the Software in Canada, the laws of the Province of Ontario govern this Agreement.

Otherwise, this Agreement is governed by the laws of the country in which you acquired the Software.

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ADDENDUM A

Microsoft AppSource Products

This Addendum applies to Liaison software products distributed through the Microsoft AppSource marketplace and operating within Microsoft Dynamics 365 Business Central, including Liaison Central, Liaison Courier, and Liaison Unispan ("AppSource Products"). It supplements the Agreement above. Where this Addendum conflicts with the Agreement, this Addendum controls as to AppSource Products.

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A.1 License. Subject to the terms of the Agreement and payment of applicable fees, Liaison Software Corporation grants you a limited, non-exclusive, non-transferable license to install and use AppSource Products within your licensed Microsoft Dynamics 365 Business Central environment, solely for your own internal business purposes.

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A.2 Base Dependency. Liaison Central is a required base dependency for Liaison Unispan and Liaison Courier and is separately licensed on a subscription basis.

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A.3 Marketplace Terms. Purchase and subscription management for AppSource Products is handled by Microsoft Corporation through Microsoft AppSource. Liaison Software Corporation is the publisher and software provider; Microsoft Corporation acts as the transaction processor. Subscription billing, renewal, cancellation, and refund requests are governed by Microsoft's marketplace terms and policies. Microsoft may collect and process data as part of the marketplace transaction, subject to Microsoft's privacy policy. This Agreement governs your use of the Software; Microsoft's terms govern the marketplace transaction.

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A.4 Platform Dependency. AppSource Products operate within Microsoft Dynamics 365 Business Central. Availability, performance, and continuity of that environment are controlled by Microsoft Corporation and are not within Liaison Software Corporation's control. Liaison Software Corporation makes no representation or warranty regarding the availability of Microsoft Dynamics 365 Business Central or any Microsoft service, and any availability commitments applicable to that environment are those of Microsoft Corporation.

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A.5 Term. Your license to an AppSource Product continues for the duration of your active paid subscription. The money-back guarantee in Section 6.3 does not apply to AppSource Products; refunds are governed by Microsoft's marketplace refund policies.

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A.6 Support. Support for AppSource Products is provided through https://liaisoncentral.io/support.

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Liaison's Software Support and Maintenance Agreement

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Upon payment of the annual maintenance and support services fee, Liaison Software Corporation, doing business as Liaison ("Liaison"), will provide the following maintenance and support services to the Registered User ("you") for Liaison's software (the "Software") during the Term:

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MAINTENANCE AND SUPPORT BENEFITS. All updates for the installed and registered Software, including related documentation, commercially released by Liaison during the Term. Updates consist of new releases of a particular software version which provide functional enhancements and error corrections, indicated by a change in the numeric identifier to the right of the decimal, such as from version .0 to version .0a. In addition, Liaison will provide a discount on all version and product upgrades to the Software commercially released during the Term. Version upgrades consist of new releases with a higher version number, such as from 2.x to 3.x.

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TELEPHONE SUPPORT. Liaison will provide unlimited telephone support. Hours of operation are 7:00 a.m. to 4:00 p.m. Pacific Time, Monday through Friday, excluding holidays. The Registered User shall appoint up to two (2) individuals within its organization to serve as primary contacts and to receive support through the telephone support center. The Registered User may increase the number of permissible contacts subject to payment of additional fees. Phone support is offered for the current release plus one release back.

Support does not include customization of templates, custom templates, or filters made by the Registered User or by a consultant it engages. Any necessary support for templates, custom templates, or filters is billable at the current hourly rate. Liaison may require prepayment before modifications are completed. Remote installation, re-installation, consultation, and training are billable at the current hourly rate and must be scheduled with the Technical Support Department.

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SUPPORT MATERIALS AND CUSTOMER DATA. Diagnosing and resolving support issues may require you to transmit configuration files, log files, database extracts, or other materials to Liaison. You are responsible for determining what materials you transmit and for removing or withholding any personal, confidential, or regulated information not necessary to the support request, and you represent that you have the right to provide any materials you transmit. Liaison will use materials you transmit solely to provide the requested support, will maintain them using commercially reasonable security measures, and will not retain them longer than necessary for that purpose. Liaison does not act as a repository for your data and does not warrant the retention or availability of materials transmitted for support.

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LIMITED WARRANTY. Liaison warrants that the support services will be performed in a professional, workmanlike manner. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED ABOVE, THE SUPPORT SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND LIAISON SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, TERM OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

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LIMITATION OF LIABILITY. Liaison's entire liability to you or any other party for any loss or damage resulting from any claims, demands, or actions arising out of this Agreement shall not exceed the annual maintenance and support fee paid to Liaison for the Software, net of dealer or distributor margins, notwithstanding any failure of essential purpose of any limited remedy.

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NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL LIAISON OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THE PERFORMANCE OR FAILURE TO PERFORM SUPPORT SERVICES, EVEN IF LIAISON OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

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TERM. Upon payment of the annual maintenance and support services fee, this document certifies that the Registered User identified on the accompanying invoice is entitled to receive the maintenance and support services described herein for the one (1) year period specified on the invoice (the "Term"). The Term may be renewed for successive one (1) year periods. The Registered User will be invoiced for annual renewals, and the Term will be renewed accordingly, unless Liaison receives written notice canceling the subscription 60 days prior to the expiration date of the Term. If the Registered User does not pay such invoice by the expiration of the then-current Term, the Registered User is not entitled to receive the maintenance described herein, and the Term will not be renewed or extended.

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CONDITIONS. If you allow your maintenance and support plan to expire and wish to resume, you must pay a reinstatement fee for lapsed coverage in accordance with Liaison's then-current maintenance and support program. If you cancel during the Term, no refund, pro-rated or otherwise, will be given. This agreement is for one plan, per Registered User, for all registered modules. If use of a specific licensed and registered module is discontinued, a letter must be sent on company letterhead, signed by an officer of the company, prior to the commencement of the next subscription period, indicating that the company is no longer using the module.

LAW. This Agreement is governed by the law and subject to the venue provisions of Section 10 of the Official License Agreement.

 

Should you have any questions about this Agreement, you may contact Liaison Software Corporation by writing to:

Liaison Software Corporation 20321 Lake Forest Drive, Suite D7 Lake Forest, CA 92630