End User License Agreement for on-premises products

END-USER LICENSE AND SUPPORT AGREEMENT

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS BEFORE USING ENOVAPOINT SOFTWARE.

This end-user license and support agreement (“Agreement”) is between ENOVAPOINT, UAB (“EnovaPoint”) and you (either the natural person or the organization represented by such natural person) who installs, accesses, tries and/or uses the Software defined related materials, which may include online or electronic documentation (the “Customer”).
By installing, copying, or otherwise using EnovaPoint Software, you agree to be bound by the terms and conditions of this agreement, including the software license and disclaimer of software warranty below. If you do not agree with the terms and conditions of this agreement, you should not install or use the software.

1.DEFINITIONS

1.1 “Customer” shall mean the entity which has purchased the Software and to which EnovaPoint provides Premium Support;
1.2 “Software” means EnovaPoint software application for SharePoint, and Related Materials provided by EnovaPoint in relation to that software.
1.3 “WFE” (Web Front End) means a server in SharePoint farm that handles web page requests from users, processes the request and returns the data. To be more specific every server running Microsoft SharePoint Foundation Web Application service, considered as WFE.
1.4 “License” has the meaning set forth in Section 2.1.
1.5 “Licensed Server” means a WFE server for which a License is obtained.
1.6 “Trial Version” means a version of the Software, so identified, to be used only to review, test, and evaluate the Software for a limited time period. The Trial Version will cease operating after a predetermined amount of time due to an internal mechanism built into the Trial Version.
1.7 “Support” shall mean Technical Support services for Software purchased by the Customer from EnovaPoint. Technical Support services are dependent on the edition of the purchased Software.
1.8 “Upgrade(s)” shall mean minor and major releases which contain new functionality and functionality improvements during the Support Period.
1.9 “Update(s)” shall mean a new release of software which contains bug fixes.
1.10 “Support Period” shall mean the effective time period for which the Customer receives Support.
1.11 “Support Hours” means Monday-Friday, 6 am – 5 pm EST
1.12 “Edition” shall mean the level of functionality of EnovaPoint Software purchased by the Customer.
1.13 “Related Materials” means any documentation supplied by EnovaPoint, including documents, information, data, software tools, and methodologies.

2. GRANT OF LICENSE.

2.1 Trial version: A non-perpetual license gives the Customer, and its employees and affiliates,
a right to use limited, revocable, non-perpetual, non-exclusive, non-transferable license of
Software to review, test, and evaluate the Software, for its Internal Use for the duration
specified on EnovaPoint’s website when the Software is installed.
2.2 In consideration for your payment of any applicable license fee for the Software, EnovaPoint
hereby grants to the Customer, non-transferable, non-assignable, non-exclusive right to use
and execute the Software on a single SharePoint WFE server, for unlimited number of users,
without right to sublicense the Software.

The Software can be licensed as:

1. Perpetual License: A perpetual license gives the Licensee a right to use the licensed version
of the Software perpetually pursuant to the terms of this Agreement. Perpetual license
comprises of Annual Support and Maintenance during the initial term of 12 months. Upon
expiration of 12 months, Annual Support and Maintenance along with relevant Software Update
will be provided upon payment of the then current price offered by the Licensor.
2. Subscription License: Subscription license gives the Licensee a right to use the Software
(current or at any time the latest version) during the term of subscription. The license fee is
inclusive of Software update, thus Licensee will automatically receive relevant updates during
the term of subscription. The Licensee’s right to use the software will forfeit upon the expiry of
term of subscription or failure to comply with the terms stated herein the Agreement.

2.3 All rights not specifically granted to the Customer by this Agreement are reserved to
EnovaPoint. Under no circumstance may you store, use, or allow the use of the Software in
any manner on more WFE servers than licenses purchased. If your SharePoint farm contains
more than one WFE server you should purchase a license for each WFE server in a SharePoint
farm. In order to use the Software, all WFE servers must be the Licensed Servers.

3. SUPPORT SERVICES

3.1 During the Support Period, EnovaPoint agrees to provide to the Customer the technical
support services on an as-needed basis, for the sole purpose of addressing technical issues
relating to the use of the Software, at the level dependent on the Edition of the Software that
has been purchased by Customer. The Customer is not entitled to receive Support outside of
the Support Period.

3.2 Premium Support

3.2.1 Support types: Includes web, email, phone, online session or remote technical support,
but exclude any on-site technical support by EnovaPoint personnel, it partners or
subcontractors. Support is provided by SharePoint experts, Software developers and
architects.
3.2.2 Response time: EnovaPoint uses commercially reasonable efforts to meet the response
times set in time of Software purchase, which is 8 business hours during Support Hours.
3.2.3 Updates and Upgrades: Includes Updates and/or enhancements generally made
available to EnovaPoint customers from time to time, if any. Without limiting the
generality of the foregoing, any requests for additional features or functionality that fall
outside of EnovaPoint ongoing policy of updating and/or enhancing the Software are
excluded from Premium Support.

3.3 In providing Support, EnovaPoint may record all or part of telephone calls and online meetings
between the Customer and EnovaPoint for further investigation, quality assurance and training
purposes in compliance with applicable laws.
3.4 Access to EnovaPoint’s websites for the provision of Support may be suspended for brief
periods due to scheduled maintenance and other factors.
3.5 Support Period either begins (i) on the date the Software was purchased or (ii) on the renewal date of the Support Period. Support should be renewed during an active Support period. In the event the Support expires, reinstatement of Premium Support should be purchased to cover the lapsed period since Support expiration.

3.6 Obligations of Customer

3.6.1 Support process: the Customer shall report the Software problems to the EnovaPoint support team using the support request page on http://www.enovapoint.com/support/ or by email support@enovapoint.com, and be prepared to provide EnovaPoint with (i) a detailed description of the problem; (ii) detailed description of the environment running the Software. EnovaPoint may request that the Customer takes certain actions to determine whether the problem or error is related to the Software or another item. The Customer shall reasonably cooperate with EnovaPoint during this process.
3.6.2 Access: the Customer shall provide EnovaPoint with sufficient, free and safe access to the environment running the Software in the event that it is agreed that EnovaPoint will provide online support using desktop sharing.
3.6.3 Backup and Restore: the Customer shall keep adequate backup copies of data, databases, and application programs. The Customer also agrees that it is solely responsible for any and all restoration and reconstruction of lost or altered files, data and programs.

3.7 Exclusions: EnovaPoint has no obligations to (i) provide support where tools or software other than those supplied or approved by EnovaPoint have been incorporated with the Software; (ii) provide support for hardware and software platforms damaged by the Customer or hardware and software platform failures caused by the Customer; (iii) import or export customer data, create or modify custom business rules or reports, or support custom modifications to databases, active server pages, or other code, components or programs; (iv) provide Support for problems that cannot be reproduced in running the Software in a configuration meeting published EnovaPoint specifications.

3.8 EnovaPoint reserves the right to withdraw Support services of the Software, and to alter the prices, terms and conditions for annual Support in advance of any renewal of Support. Any such withdrawal or alterations will become effective as of such renewal date.

4.SOFTWARE USE RESTRICTIONS

You may not distribute, lease, transfer for profit, loan, or otherwise convey the Software or any portion thereof to anyone. Evaluation versions available for download from EnovaPoint’s websites may not be distributed without the prior written consent of EnovaPoint. Except in accordance with the License you shall not copy, duplicate, reverse engineer, decompile, or disassemble any portion of the Software. If you dispose of any media or apparatus containing the Software, you will ensure that you have completely erased or otherwise destroyed any Software contained on such media or stored on such an apparatus. You may not remove or alter EnovaPoint’s trademarks, logos, or legal notices included in the Software or related assets.

5.INTELLECTUAL PROPERTY

You have purchased a license to the Software, and your rights are subject to this License. Except as expressly licensed to you herein, EnovaPoint reserves all right, title, and interest in the Software (including all characters, storyline, images, photographs, graphics, animations, video, music, and text), and all associated copyrights, trademarks, and other intellectual property rights therein. This License is limited to the intellectual property rights of EnovaPoint and its licensors in the Software and does not include any rights to other patents or intellectual property.

6.EXPORT RESTRICTIONS

You agree to abide by existing applicable export control laws and agree not to transfer the Software to a foreign national or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person with whom EnovaPoint is prohibited from transacting business under applicable law.

7.TERM AND TERMINATION

7.1 The term of this Agreement shall commence on the last date of signature below (the “Effective Date”) and shall continue until terminated by either party as authorized herein or until expiration of the subscriptions (Subscription License, Support services) included on all applicable Orders between the parties.
7.2 The Support for additional licenses purchased after the Effective Date will be co-termed with the Support of existing licenses purchased in the Order. Any added subscription licenses after the Effective Date shall terminate the same date as the already-existing subscription licenses included on an applicable Order.
7.3 If Customer or EnovaPoint breaches any material obligations under this Agreement and such breach is not cured within thirty (30) days after written notice of breach to the breaching party, the non-breaching party may pursue all available legal remedies to enforce this Agreement, and such non-breaching party may terminate this Agreement, Support Services, and all licenses and rights granted to Customer under this Agreement. If Customer terminates pursuant to this section, Customer shall be entitled to a pro-rated refund for any prepaid Support not received after the effective date of the termination, calculated using a daily proration and measured from the effective date of the termination through the end of the prepaid period. Except for the license granted under Section 2 (Grant of License), which shall survive termination of this Agreement, this Agreement shall automatically terminate at the end of the Support Period unless renewed in a written amendment or extension of this Agreement signed by both Parties. .

8.GOVERNING LAW

This agreement shall be governed by and construed in accordance with Lithuanian Law. If the Customer is a governmental or public entity, this Section will not apply to the Customer only to the extent the Customer’s jurisdiction’s laws prohibit the Customer from accepting the requirements in this section.

9.WARRANTIES.

EnovaPoint provides the Software to you as is and without warranty of any kind, express, implied or otherwise, including without limitation any warranty of merchantability or fitness for a particular purpose. EnovaPoint does not warrant against interference with your enjoyment of the software, that the software will meet your requirements, that operation of the software will be uninterrupted or error-free, that the Software will be compatible with third party software, or that any errors in the software will be corrected. No oral or written information or advice given by any EnovaPoint employee, representative, or distributor will create a warranty for the Software, and you may not rely on any such information or advice.

10. CONFIDENTIALITY

EnovaPoint and Customer agree to hold each other’s Confidential Information in confidence and not to disclose it to any third party without the prior written consent of the disclosing party. ‘Confidential Information’ shall mean the information disclosed by the discloser or its affiliates, which is identified as confidential, or which can reasonably be considered confidential due to its nature, or in the circumstances surrounding disclosure. Confidential Information does not include information which: (i) is in the public domain; (ii) was or lawfully becomes known to the receiver; or
(iii) was independently developed by the receiver. The parties agree to use such Confidential Information of the disclosing party only as it relates to the performance of the party’s obligations under these terms. Further, the receiving party shall use the same degree of care it uses with respect to its own confidential information to prevent the unauthorized disclosure to a third party, but in no event less than reasonable care.

EnovaPoint will never access, compile, record and/or distribute information or data managed, to be managed, sent or to be sent by the Customer using the Software, unless at the express request of Customer for technical support purposes.

11.LIMITATION OF LIABILITY

11.1 Dollar Cap. In no event shall a party’s aggregate, cumulative liability arising out of or related to these terms exceed the total amount paid by customer hereunder in the twelve (12) months preceding the last event giving rise to liability. The existence of more than one claim shall not enlarge or extend this limit.
11.2 Exclusion. In no event shall either party be liable for any lost profits or revenues or any consequential, indirect, exemplary, special, incidental, or punitive damages arising out of or related to these terms, however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.
11.3 Exceptions. Notwithstanding the foregoing, the limitations of liability in this section 11 (Limitation of liability) shall not apply to damages arising from (a) EnovaPoint’s gross negligence, willful misconduct or fraud; (b) EnovaPoint’s breach of section 10 (Confidentiality); and (c) EnovaPoint’s obligation to indemnify under section 12 (Indemnity) below.

12. INDEMNITY

12.1 Intellectual Property Indemnity. EnovaPoint shall indemnify, defend and hold Customer harmless against any third-party claims that the Software or Support delivered to Customer pursuant to this Agreement infringe any third-party intellectual property rights. In the event of a claim, EnovaPoint shall provide Customer with information, reasonable assistance, and the sole authority to defend or settle such claim. In addition to providing any indemnification owed to Customer, EnovaPoint shall, at its expense, obtain for Customer the right to continue using the Software or Support, replace or modify the Software or Support to render such Software or Support non-infringing, or terminate the right to use the Software or Support in question and make all reasonable efforts to provide Customer with a non-infringing replacement with equivalent functionality at no additional cost to Customer. EnovaPoint shall have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but Customer will have the exclusive authority and control of the settlement or defense. Customer shall not enter into any settlement that imposes any legal liability or financial obligation on EnovaPoint without EnovaPoint’s prior written consent.
12.2 Other Indemnities. EnovaPoint shall defend, indemnify, and hold Customer harmless from and against any damages arising from any third-party action brought against Customer with respect to EnovaPoint’s gross negligence, willful misconduct or violation of applicable laws or regulations by EnovaPoint.

13. RELATION OF THE PARTIES

13.1 Nothing in this Agreement will create or imply an agency relationship between EnovaPoint and Customer, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
13.2 EnovaPoint may reproduce, display and use Customer trade-marks and trade-names for the limited purpose of advertising Customer use of the Software in any of EnovaPoint promotional
materials, unless or until
Customer notifies EnovaPoint in writing via email to sales@enovapoint.com that Customer does not agree to let EnovaPoint reproduce, display and use Customer’s trade-marks and trade-names for such purpose.
13.3 Customer may not reproduce, display or use EnovaPoint trade-marks and trade-names without the prior written consent of EnovaPoint.

14. MODIFICATION OF AGREEMENT

The Agreement may not be modified except by a written addendum agreed to by EnovaPoint and the Customer.

15 .NOTICE

EnovaPoint shall send notices pursuant to these Terms to Customer email address.
Customer shall send notices pursuant to these Terms to EnovaPoint at legal@enovapoint.com. Notices sent to EnovaPoint shall be deemed received on the date the e-mail is sent.