End User License Agreement

1.1 License Type. Subject to the terms of this Agreement and payment of the applicable license fee, Licensor grants you a non-exclusive, non-transferable, limited license to install and use the Software.

1.2 Per-User Per-Tenant License. The Software is licensed on a per-user, per-tenant basis. Each license permits a single named user to use the Software within a single Microsoft 365 tenant. If you wish to have multiple users access the Software, or use the Software in multiple tenants, you must purchase additional licenses accordingly.

1.3 License Fee. The current license fee is $3,995 USD per user per tenant per annual. License fees are non-refundable except as expressly provided in this Agreement.

1.4 License Term. Each license is valid for one (1) year from the date of purchase ("License Term"). To continue using the Software after the License Term expires, you must renew your license by paying the then-current license fee.

1.5 Named Users. Each license is assigned to a specific named user within your organization. License reassignment to a different user is permitted no more than once per calendar quarter, and only if the original user no longer requires access to the Software.

You may NOT:

• Redistribute or Resell: Copy, distribute, sublicense, lease, rent, sell, or otherwise transfer the Software to any third party.
• Reverse Engineer: Decompile, disassemble, reverse engineer, or attempt to derive the source code of the Software, except to the extent permitted by applicable law.
• Modify: Modify, adapt, alter, translate, or create derivative works based on the Software.
• Remove Notices: Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
• Circumvent Licensing: Bypass, disable, or circumvent any license key, copy protection, or other technological measures designed to control access to the Software.
• Use for Service Bureau: Use the Software to provide services to third parties (such as a service bureau, managed services, or hosting services) without a separate written agreement from Licensor.
• Share License Keys: Share, publish, or otherwise disclose your license key to any third party.

3.1 Ownership. The Software is licensed, not sold. Licensor and its suppliers retain all right, title, and interest in and to the Software, including all intellectual property rights therein.

3.2 Copyright. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

3.3 Trademarks. SharePoint Toolkit, and any associated logos are trademarks of DC Software Solutions. This Agreement does not grant you any rights to use such trademarks.

3.4 Your Data. You retain all ownership rights to data that you process using the Software. The Software processes data locally and through your Microsoft 365 tenant; we do not collect, store, or have access to your SharePoint data.

4.1 Data Processing. The Software operates as a SharePoint Framework (SPFx) application within your Microsoft 365 environment. All data processing occurs within your tenant using your existing permissions and authentication.

4.2 No Data Collection. We do not collect, store, or transmit your SharePoint data. The Software does not "phone home" with your data.

4.3 AI Features (BYOK). If you use the optional AI features, the Software uses a "Bring Your Own Key" model. You provide your own API keys for AI services (Azure OpenAI, OpenAI, or GitHub Models). Any data sent to AI services is governed by your agreement with those service providers, not this Agreement.

4.4 License Validation. The Software may communicate with our licensing servers solely for the purpose of validating your license key. This communication includes only your license key and tenant identifier; no SharePoint content is transmitted.

5.1 Updates. During your License Term, you are entitled to receive software updates, bug fixes, and new features released for the Software at no additional cost.

5.2 Support. Basic email support is included with your license. Support requests should be submitted through our support channels. We will make commercially reasonable efforts to respond to support requests within two (2) business days.

5.3 No Guaranteed Response Time. While we strive to provide timely support, we do not guarantee specific response times or resolution timeframes.

You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Software;
• Your violation of this Agreement;
• Your violation of any applicable law or regulation;
• Your violation of any rights of a third party.

9.1 Term. This Agreement is effective until terminated.

9.2 Termination by You. You may terminate this Agreement at any time by ceasing all use of the Software and destroying all copies in your possession.

9.3 Termination by Licensor. Licensor may terminate this Agreement immediately upon written notice if you breach any term of this Agreement.

9.4 Effect of Termination. Upon termination, your license rights terminate immediately, and you must cease all use of the Software and destroy all copies in your possession. Sections 2, 3, 6, 7, 8, 10, and 11 shall survive termination.

9.5 No Refund Upon Termination. If this Agreement is terminated due to your breach, you are not entitled to any refund of license fees paid.

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia, without regard to its conflict of laws principles.

10.2 Jurisdiction. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Sydney, New South Wales, Australia, and the parties hereby consent to the personal jurisdiction and venue therein.

10.3 Dispute Resolution. Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of thirty (30) days.

11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Licensor concerning the Software and supersedes all prior or contemporaneous oral or written communications, proposals, and representations.

11.2 Amendment. Licensor reserves the right to modify this Agreement at any time. Changes will be effective upon posting of the revised Agreement on our website. Your continued use of the Software after such changes constitutes acceptance of the modified Agreement.

11.3 Waiver. The failure of Licensor to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

11.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

11.5 Assignment. You may not assign or transfer this Agreement or any rights granted hereunder without the prior written consent of Licensor. Licensor may assign this Agreement without restriction.

11.6 Export Compliance. You agree to comply with all applicable export and import laws and regulations in your use of the Software.

11.7 Force Majeure. Licensor shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

If you have any questions about this Agreement or the Software, please contact us: