1. Acceptance of Terms & Authority to Contract

By installing, accessing, or using the Zenpo Intranet Suite for SharePoint (“Product”), or by registering, activating a trial, or paying for a subscription, you represent and warrant that:

You act on behalf of a legal entity (“Customer”).
You have full authority to bind that entity to this License Agreement (“EULA”).
You are authorized to initiate and approve payments, including automatic annual renewals.
Customer remains fully liable for all fees and will defend, indemnify, and hold harmless Zenpo Software Innovations, LLC (“Zenpo”) from any claims, chargebacks, or losses arising from a purchaser’s lack of authority or misuse of a payment method.
The email address used to register or purchase is Customer’s Email Address of Record. Customer will keep it current and reachable.

Registration or activation of a trial or paid plan also constitutes acceptance of the Zenpo Terms and Conditions and the Zenpo Privacy Policy. This EULA governs the license, permitted use, plans, fees, warranties, support, and termination of the Product. The Zenpo Terms and Conditions apply to matters this EULA does not address. If this EULA conflicts with the Zenpo Terms and Conditions with respect to the Product, this EULA prevails.

2. Definitions

Capitalized terms have the meanings given in this Section, regardless of how the same words are defined in the Zenpo Terms and Conditions or the Zenpo Privacy Policy.

Customer: The legal entity on whose behalf the Product is installed or paid for.
Domain: The SharePoint tenant URL the Product is licensed for (e.g., example.sharepoint.com).
Site Collection: A SharePoint site collection under the Domain.
User: Each person with an email address in the Site Collection’s SharePoint site-users collection (the User Information List), including guests. SharePoint groups, security groups, distribution lists, the System Account, app identities, and service accounts are not Users.
Paid Components: All components of the Product other than the Free Components.
Free Components: Clocks, Intranet Footer, Page Heading, Page Templates, Simple Blurbs, and Stats Counter.
Documentation: The user guides and help content Zenpo publishes for the Product.
Subscription Term: The period for which Customer has paid for a plan, including any renewal term, or the trial period while a trial is active.
Pilot Plan: The no-charge plan described in Section 11.
License Owner: The person who registered the Domain under Section 7.
Email Address of Record: The email address used to register or purchase, as updated by Customer. Notices, renewal reminders, and EULA updates sent to that address are deemed received when sent.

3. Domain-Based Licensing

One subscription = one SharePoint Domain. Licenses do not transfer to other Domains. Any number of Site Collections under the Domain may use the Product. Each plan’s User cap applies per Site Collection. Customer’s plan must cover the largest Site Collection in which Paid Components are used. Site Collection count and tenant-wide employee count are not the basis for pricing. Authors and editors are unlimited within SharePoint permissions. No fee is charged per viewer.

4. License Grant

Subject to this EULA and payment of the applicable fees, Zenpo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term and, for the Pilot Plan and the Free Components, for as long as Customer remains eligible under Sections 9 and 11, to (a) deploy the Product package to the SharePoint app catalog of the licensed Domain, (b) use the Product within Site Collections under the Domain for Customer’s internal business purposes, within the User cap of Customer’s plan, and (c) use the Documentation in support of that use. The Product is licensed, not sold. All rights not expressly granted are reserved by Zenpo. Customer is responsible for all use of the Product under its Domain, including use by its employees, contractors, and guests.

5. Restrictions

Customer will not, and will not permit anyone else to:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Product, except to the extent applicable law expressly prohibits this restriction.
Modify, translate, or create derivative works of the Product or the Documentation.
Bypass, disable, tamper with, or otherwise circumvent the Product’s license validation, User counting, registration, trial, or usage-limit mechanisms, or use the Product on a Domain other than the registered Domain.
Copy the Product except as needed to deploy it under Section 4, or remove or alter any copyright, trademark, or other proprietary notice in the Product.
Sell, resell, rent, lease, lend, sublicense, distribute, or otherwise make the Product available to any third party, or use the Product to provide services to third parties, other than to display content to Users and viewers of Customer’s own SharePoint sites.
Use the Product to build, train, or improve a product or service that competes with the Product, or for competitive analysis or benchmarking intended for publication.
Use the Product in violation of applicable law, or in any activity where failure of the Product could lead to death, personal injury, or severe physical or environmental damage.
Register the Domain, activate a trial, or accept this EULA on behalf of an entity other than Customer, or use multiple registrations, Domains, or trials to evade the plan limits or the trial limits in this EULA.

6. Ownership & Feedback

Zenpo and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Product, the Documentation, and all updates, modifications, and derivative works of them, and all license keys, telemetry, and usage data generated by the Product’s licensing service. Customer owns and retains all right, title, and interest in the content, data, and configuration Customer stores in its SharePoint sites. Nothing in this EULA transfers any ownership interest to Customer. No rights are granted by implication, estoppel, or otherwise. If Customer or its Users provide suggestions, ideas, or other feedback about the Product, Zenpo may use that feedback without restriction or obligation to Customer. Zenpo, the Zenpo logo, and the Product name are trademarks of Zenpo. Customer will not use them without Zenpo’s prior written consent.

7. Registration & License Owner

Use of the Product requires registration of the Domain by a person authorized to act on Customer’s behalf. The registering person must have a valid, reachable email address. Accounts whose email address is on an onmicrosoft.com domain are not eligible to register. Acceptance of this EULA in any component of the Product registers the Domain for all components and activates the trial described in Section 10. The registering person is the License Owner for the Domain. If the License Owner leaves Customer’s organization or otherwise ceases to be responsible for the Product, Customer will designate a replacement before that date using the Transfer Ownership request in the Product. Until a transfer is completed, notices continue to be sent to the Email Address of Record and are deemed received by Customer.

8. Subscription Plans

Subscription plans and User caps
Plan	Price	Users per Site Collection
Essential	$3,950 per year	Up to 250
Standard	$10,950 per year	Up to 750
Scale	$19,500 per year	Up to 1,500
Enterprise	Quoted	2,000 or more
Pilot Plan	$0	Up to 10 (see Section 11)

Essential, Standard, and Scale plans may be paid by credit card, ACH, invoice, or purchase order at the same price. The Enterprise plan is available by quotation and purchase order only and is not available through self-service plan changes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, and similar taxes, other than taxes on Zenpo’s income.

9. Free Components

The Free Components are provided free of charge for the life of the Product, subject to registration under Section 7 and to this EULA. Once the Domain is registered, the Free Components are not subject to User caps, trial expiration, subscription lapse, or plan status.

10. Trial Period

30-day trial of all Paid Components at full capacity; no credit card required
One extension of 15 days, requested from within the Product by the person who registered
One trial per Domain
During an active trial the User cap does not apply
On expiration of the trial, if no paid subscription is active and no extension remains available, the Paid Components revert to the Pilot Plan under Section 11. If an extension remains available, the Paid Components do not display content until the extension is requested or a paid plan is purchased

11. Pilot Plan

The Pilot Plan applies at no charge to a Site Collection when (a) the Domain has no active paid subscription, (b) the Domain has no active trial and no trial extension available, and (c) the Site Collection has 10 or fewer Users. On the Pilot Plan the Paid Components remain fully functional for as long as the Site Collection remains eligible and this EULA remains in effect. A Site Collection that exceeds 10 Users ceases to qualify for the Pilot Plan and is subject to Section 12.

12. User Cap Enforcement

If the number of Users in a Site Collection exceeds the User cap of the paid plan in effect for the Domain, the Paid Components in that Site Collection remain in place but display a license notice in place of their content, for viewers and editors alike. Underlying SharePoint content is not deleted or altered. No waiting period applies. Content display resumes on the next successful license check that reflects Customer purchasing or upgrading to a plan that covers the Site Collection, or the Site Collection’s User count falling within the cap. The Product caches license responses for up to 24 hours; an editor may request an immediate check from the Product’s settings. If the User count cannot be determined, the Paid Components display the notice until the count can be determined.

If a Site Collection on the Pilot Plan exceeds 10 Users, the Pilot Plan no longer applies to that Site Collection, and the Paid Components display the license notice until Customer purchases a plan that covers the Site Collection or the User count returns to 10 or fewer. If the User count cannot be determined, the Site Collection does not qualify for the Pilot Plan until the count can be determined.

An active trial is not subject to the User cap. Free Components are never subject to the User cap.

13. Payment, Renewals, Cancellations & Refunds

Subscriptions renew automatically for successive one-year terms unless Customer cancels before the end of the then-current term
Customer authorizes Zenpo and its payment processor to charge the payment method on file for each renewal. Zenpo sends a renewal reminder to the Email Address of Record before each renewal
Invoice and purchase-order subscriptions are due on the date stated on the invoice. A renewal is effective when payment is received
If a renewal payment fails or is not received, Zenpo notifies the Email Address of Record. If payment is not received, the subscription lapses at the end of the term and the Paid Components revert to the Pilot Plan under Section 11
Customer may cancel at any time via the in-app form; the subscription ends at the end of the then-current term and the Paid Components then revert to the Pilot Plan under Section 11
Customer must raise any billing dispute in writing to support@zenpo.com within 30 days of the charge. Charges not disputed within that period are accepted
Initiating a chargeback or payment reversal on a valid charge, instead of raising a dispute under this Section, is a material breach. Zenpo may terminate the subscription for the Domain, and Customer remains liable for the charge, the processor’s chargeback fees, and Zenpo’s reasonable collection costs
All fees are non-refundable. No refunds are given for any reason, including cancellation after a renewal has been charged

14. Upgrades & Downgrades

Upgrade – features unlock instantly; billing adjusts immediately
Downgrade – effective at next renewal; current features remain until term-end

15. License Validation & Service Availability

The Product validates its license with Zenpo’s licensing service. Paid Components display content only while the licensing service is reachable from the viewer’s network, or for up to 24 hours after the viewer’s browser last received a licensing response. When neither condition is met, the Product displays a notice in place of content, for viewers and editors alike. The Free Components are subject to the same rule until the Domain is registered. Customer will not block, filter, or interfere with the Product’s communication with the licensing service. Zenpo targets high uptime but does not guarantee uninterrupted service. Zenpo is not liable for delays caused by Microsoft 365 outages, natural disasters, cyber-incidents, pandemics, labor disputes, or other events beyond its control.

16. Updates & Third-Party Software

Zenpo may release updates to the Product through the SharePoint app catalog or the Microsoft marketplace. Updates are subject to this EULA. Zenpo may modify or discontinue features of the Product with notice, and may discontinue support for Product versions that are more than one year old. The Product depends on Microsoft SharePoint Online and Microsoft 365, which are governed by Customer’s agreements with Microsoft. The Product may include open source components; those components are licensed under their own terms, which are available on request, and those terms apply to those components in place of this Section and Section 5 to the extent required by the applicable open source license.

17. Support

Email: support@zenpo.com
Wiki: https://help.zenpo.com/sharepoint-products/intranet-suite/
Zoom/Phone: By request

18. Data Handling, Privacy & Indemnity

The Product transmits the following to Zenpo’s licensing service, and Zenpo stores it, for license validation, billing, and account communications only:

On every license check: the SharePoint Domain (e.g., contoso.sharepoint.com), the plan identifier, the identifier of the Product component making the check, the Product package version, and the resulting license status.
On registration: the items above, plus the email address of the registering person, the number of Users in the registering Site Collection at the time of registration (a count only; no names or identities), the date and time of acceptance of this EULA, the Zenpo Terms and Conditions, and the Zenpo Privacy Policy, and the identifier of the Product component from which registration was made.
On a trial extension: the Domain and the identifier of the Product component from which the extension was requested.
On purchase or renewal: the email address of the purchasing person, the Domain, the plan purchased, and the payment processor’s subscription identifier. The payment processor collects and holds payment card details. Zenpo does not receive them.

The Product does not send the identities of Users or the contents of any SharePoint site, list, or page. No SharePoint content is ever stored. As with any web request, calls to the licensing service originate from the caller’s network address, which Zenpo’s licensing service may record for security, fraud prevention, and dispute resolution.

Zenpo handles personal information received through the Product in accordance with the Zenpo Privacy Policy, including the rights of access, correction, and deletion described there.

Customer will defend, indemnify, and hold Zenpo harmless from any third-party claims or losses arising from misuse, illegal activity, or breach of this EULA.

19. Suspension & Termination

Zenpo may suspend Customer’s access to the Paid Components, with or without notice, if Customer breaches Section 5 or uses the Product in violation of law. Zenpo will restore access when the cause is cured. Either party may terminate this EULA if the other party materially breaches them and fails to cure the breach within 30 days after written notice. Zenpo may terminate this EULA immediately on written notice for a breach of Section 5, Section 6, or the chargeback provision of Section 13. On expiration of the Subscription Term, the Paid Components revert to the Pilot Plan under Section 11. On termination by Zenpo for breach, the license in Section 4 ends, the Domain’s registration is revoked, the Paid Components stop displaying content, and Customer will remove the Product from its app catalog on request. Termination does not entitle Customer to a refund. Sections 1, 5, 6, 13, 18 through 22, and 24 through 26 survive expiration or termination.

20. Warranty Disclaimer

THE PRODUCT, THE DOCUMENTATION, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, ZENPO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ZENPO DOES NOT WARRANT THAT THE PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED, THAT IT WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT IT WILL REMAIN COMPATIBLE WITH FUTURE CHANGES TO MICROSOFT SHAREPOINT OR MICROSOFT 365. PILOT PLAN, TRIAL, AND FREE COMPONENT USE IS AT CUSTOMER’S OWN RISK.

21. Limitation of Liability

ZENPO’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCT IS CAPPED AT THE FEES PAID BY CUSTOMER FOR THE PRODUCT IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100 IF NO FEES WERE PAID. ZENPO IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITS APPLY TO ALL THEORIES OF LIABILITY AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. THEY DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

22. Export Control & U.S. Government Users

Customer will comply with all applicable U.S. export control and sanctions laws and will not use or export the Product in violation of them. Customer represents that it is not located in, and is not owned or controlled by a person in, a country or on a list subject to U.S. sanctions. The Product is “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212 and DFARS 227.7202. Any use by or on behalf of the U.S. Government is governed solely by this EULA.

23. Assignment

Customer may not assign or transfer this EULA or the license in Section 4, in whole or in part, without Zenpo’s prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of Customer’s assets, on written notice to Zenpo. Any other attempted assignment is void. Zenpo may assign this EULA to an affiliate or a successor.

24. Governing Law & Jurisdiction

Laws of the Commonwealth of Virginia (USA). Exclusive venue: state or federal courts in Fairfax County, Virginia.

25. Modifications

Zenpo may update this EULA at any time. Notice via in-app message or email. Continued use after updates = acceptance.

26. General

This EULA, together with the Zenpo Terms and Conditions and the Zenpo Privacy Policy, is the entire agreement between Customer and Zenpo regarding the Product and supersedes all prior or contemporaneous agreements, proposals, and representations on that subject. Terms in a Customer purchase order or other Customer form do not apply. If any provision of this EULA is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. A waiver is effective only if in writing and signed by the waiving party; no failure or delay in exercising a right is a waiver. The parties are independent contractors. There are no third-party beneficiaries. Legal notices to Zenpo go to info@zenpo.com and to the postal address stated in the Zenpo Terms and Conditions. Notices to Customer go to the Email Address of Record under Section 1.