End User License Agreement

This End User License Agreement (“Agreement”) is a legal agreement between you, the end user (“Customer,” “Licensee” or “you”), and Edvise Inc. (“Edvise,” “Licensor,” “we,” “our,” or “us”) for the use of the Endex AI tool (the “Software”) that integrates with any tools available on and purchased through either Microsoft AppSource or Azure Marketplace Microsoft Excel (collectively, the “Tools”).

By installing, accessing, or using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms, you may not use the Software.

This Agreement is effective as of the date you first click “I agree” (or similar button or checkbox), enter into a written Order Form, or use or access the Software, whichever is earlier (the “Effective Date”). If you are an individual consumer of the Software, or are otherwise browsing the Endex AI site (available at endex.ai (the “Site”), the Terms of Use apply to your use of the Software.

PLEASE NOTE THAT IF YOU SIGN UP FOR THE SOFTWARE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, AND (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THIS AGREEMENT.

If you are accepting on behalf of your employer or another entity, you represent and warrant that:

you have full legal authority to bind your employer or such entity to this Agreement;
you have read and understand this Agreement; and
you agree to this Agreement on behalf of the party that you represent.

If you do not have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.

1. License Grant

Subject to the terms of this Agreement, Edvise hereby grants you (a) a non-exclusive, non-transferable, and revocable license to use the Software, (b) within the Tools, (c) during the term of the Subscription (d) that you purchased for your internal business use only (the “License”). This License is granted solely for the use set forth herein, and cannot be sublicensed, sold, or distributed to any third party except as expressly permitted by this Agreement or applicable law.

Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Licenses granted for metered Offerings billed periodically based on usage continue as long as Customer continues to pay for its usage of the Offerings. All other licenses become perpetual upon payment in full.

We reserve the right to, at our sole discretion, modify, change, add, remove, or replace the Software and the Site, including the features and functionality, at any time with or without notice, provided that no such modification will materially diminish the features or functionality of the Software provided to you as of the effective date of Licensee’s then-current Order Form.

2. License Restrictions

Each License corresponds to a single user license (a “Permitted User”). Customer will ensure that each Permitted User only uses the Software through its assigned user account. If Customer exceeds the usage authorized by the Order Form (for example, by exceeding the number of Permitted Users), then we reserve the right to charge and invoice Customer the pro-rata fees corresponding to such overage.

Except as otherwise set forth in this Agreement, you may not:

Redistribute, sublicense, rent, lease, or lend the Software, in whole or in part, to any third party or use them to offer hosting services to a third party;
Copy, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
Use the Software in any manner that violates applicable laws, regulations, or third-party rights;
Install or use any third-party software or technology in any way that would subject our intellectual property or technology to any other license terms;
Separate and run or transfer parts of the Software in an attempt to circumvent this Agreement;
Upgrade or downgrade parts of the Software at different times;

3. License Restrictions

The Software is licensed to you via a subscription. Your subscription grants you access to the Software for the duration of the term you select. Subscription fees are charged on a recurring basis, as specified during the purchase process.

Endex will use commercially reasonable efforts to make the Software available on a consistent basis, excluding any planned downtime (including for updates and maintenance). While we expect planned downtime to be minimal, during any planned downtime, the Software may not be accessible.

By subscribing, you agree to pay all applicable fees. Your subscription will automatically renew at the end of each billing period unless you cancel it in accordance with the cancellation policy.

Endex reserves the right to suspend the services for the Software, without notice, for a reasonable period of time as may be necessary for (i) us to resolve any actual or threatened risks that, at our sole discretion, pose a credible risk of harm to the Software or the security or integrity; or (ii) if Customer’s account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), without liability to Customer, until such amounts are paid in full.

4. Confidentiality

Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
Permitted Use. The party receiving any Confidential Information shall not disclose or use any Confidential Information of the party disclosing such information for any purpose outside the scope of this Agreement, except with the disclosing party’s prior written permission.
Disclosure required by law. If the receiving party is compelled by law to disclose Confidential Information of the disclosing party, it shall provide the disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure.
Duration of Confidentiality obligation. These obligations apply: (a) for Customer Data, until it is deleted by us; and (b) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
“Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, Support Data, the terms of this Agreement, and Customer’s account authentication credentials. Confidential Information does not include information that: (i) becomes publicly available without a breach of a confidentiality obligation; (ii) the receiving party received lawfully from another source without a confidentiality obligation; (iii) is independently developed; or (iv) is a comment or suggestion volunteered about the other party’s business, products, or services.
“Customer Data” means all data, including all text, sound, software, image or video files that are provided by you or any affiliate by you, or on your behalf of through the Software or the subscription therefore. Customer Data does not include Support Data.
“Support Data” means all data, including all text, sound, video, image files, or software, that are provided to us by you or on your behalf (or that you authorize us to obtain) through an engagement covered under this Agreement.

5. Proprietary Rights

Ownership of Services. Subject to the limited rights expressly granted, Licensor owns all rights in the Software, including all related Intellectual Property Rights (defined below). Except for the limited license expressly provided herein, nothing shall be interpreted to transmit any rights in the Software and the Licensee will not have any intellectual property or proprietary rights in and to the Software.
Customer Data. As between Endex and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. By using the Software, you acknowledge and agree that we may collect certain data, including personal information, to enhance the functionality of the Software and provide ongoing support. Such data collection is subject to our Privacy Policy. The Software may also require access to certain user data within the Tools, but will not share or transmit such data beyond what is necessary for its operation, except as described in our Privacy Policy.
Feedback. Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient’s products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential. The provider retains all other rights in any Feedback and limits the rights granted under this section to licenses under its owned or controlled non-patent intellectual property rights in the Feedback (which do not extend to any technologies that may be necessary to make or use any product or service that incorporates, but are not expressly part of, the Feedback, such as enabling technologies).
“Intellectual Property Rights” means all intellectual property and proprietary rights, whether registered or unregistered (and all renewals and extensions), in and to all forms of intellectual property and/or proprietary materials, in any and all media now known or later devised, including all works of authorship, trade secrets, source code, and moral rights (where applicable), together with all copyright, trademark, patent, and other rights.
“Feedback” means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient’s Confidential Information, products, or services. Feedback does not include sales forecasts, future release schedules, marketing plans, financial results, and high-level plans (e.g., feature lists) for future products.

6. Reservation of Rights

We reserve all rights not expressly granted in this Agreement. The Software is protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use the Software on a device do not give you any right to implement our intellectual property in the device itself or in any other software or devices.

7. Support Services

We will provide Customer with reasonable technical support services as may be necessary to assist the Customer in using the Software. Any such support will be reasonable and customary, but we do not guarantee immediate, uninterrupted or error-free service. All inquiries should be submitted to support@endex.ai.

8. Term and Termination

This Agreement is effective upon installation and will remain in effect until terminated by either party. You may terminate the Agreement at any time by uninstalling the Software, provided, however, that you may be required to pay for the entirety of the annual subscription if you terminate before the time period required by the subscription expires.

We may terminate this Agreement (a) at any time if we determine, in our sole discretion, that you are in breach of any of the terms outlined in this Agreement, including unauthorized or illegal use of the Software.

Upon termination, you must cease all use of the Software and uninstall it from all devices.

9. Warranties and Limitation of Liability

Each party, and individuals on behalf of their respective parties, represent and warrant that it has the legal power to enter into this Agreement.
Endex represents and warrants that (i) it will provide the Software in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) the Software will substantially conform to the specifications set forth in the Order Form and this Agreement. For any uncured breach by Endex of the warranties in this Section, the Customer’s exclusive remedy will be to terminate this Agreement for cause.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that the Software will be error-free, meet your requirements, or operate without interruption.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE, EVEN IF EDVISE INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY IN CASE OF A DEFECT IN THE SOFTWARE IS LIMITED TO THE REPLACEMENT OR REFUND OF THE SUBSCRIPTION FEE PAID FOR THE SOFTWARE, AT EDVISE INC.'S DISCRETION.

10. Indemnification

Subject to this Agreement, Customer shall defend, indemnify and hold Endex harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred, directly or indirectly, from or in connection with any actions, lawsuits, or proceedings made or brought against Endex by a third party for Customer’s breach of the use restrictions or alleges that Customer Data, or Customer’s use of the Software in violation of this Agreement, infringes on the intellectual property rights of, or has otherwise harmed, a third party (“Customer Claims”).

11. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of Delaware, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in New York, NY, in accordance with the Comprehensive Arbitration Rules & Procedures of Judicial Arbitration & Mediation Service (“JAMS”). Each party also waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

12. Government procurement rules

By accepting this Agreement, you represent and warrant that: (a) you have complied and will comply with all applicable government procurement laws and regulations; (b) you are authorized to enter into this Agreement; and (c) this Agreement satisfies all applicable procurement requirements.

13. Miscellaneous

Amendments. We reserve the right to modify, amend, or update this Agreement at any time, in our sole discretion. You may be notified of such change via email, or other manner of contact or by us updating this Agreement and signifying the change by the “Last Updated” date at the top of this Agreement. Continued use of the Software constitutes acceptance of the updated Agreement.
Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.
Survival. The terms of this Agreement that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement will survive termination or expiration, including all indemnity obligations and procedures.
Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Relationship of the Parties. The parties are independent contractors. We and you each may develop products independently without using the other’s Confidential Information.
No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as otherwise provided therein.
Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the second business day after sending by email. Notices to Endex shall be addressed to notices@endex.ai. Notices to Customer shall be addressed to Customer’s signatory of this Agreement unless otherwise designated in an Order Form.
Entire Agreement. This Agreement constitutes the entire agreement between you and Edvise regarding the Software and supersedes all prior agreements or communications, whether written or oral.

By installing or using the Software, you acknowledge that you have read, understood, and agree to the terms of this Agreement.