End User License Agreement

End User License Agreement (EULA) for NXPRON. Rev 1.02

This End User License Agreement (“Agreement”) is a legally binding contract between EPMPARTNER (“Licensor”) and the purchasing entity (“Licensee”) governing the use of the NXPRON software application. By deploying, installing, or using NXPRON, Licensee agrees to be bound by the terms of this Agreement.

1. License Grant, Subscription Models & Fees

Licensor grants Licensee a non-exclusive, non-transferable, and revocable subscription-based license to deploy, execute, and use NXPRON strictly within Licensee’s own Microsoft Cloud tenant for internal business operations.

The scope of use depends on the subscription model specified in the applicable Purchase Order or Service Agreement:

  • Option A: Per-User Licensing Model
    The software may only be accessed and utilized by the specific number of authorized individual end-users for whom a valid subscription license has been purchased from EPMPARTNER.
  • Option B: Site Licensing Model (Enterprise/Tenant License)
    The license covers the entire specified organization, site, or Microsoft Cloud tenant. An unlimited number of internal end-users within the Licensee’s designated tenant are permitted to access and utilize the software under a flat-rate subscription fee.
  • Subscription Fees and Payment: All specific commercial terms, including pricing, billing cycles, payment terms, and applicable fees, are detailed in a separate sales agreement, quote, or Purchase Order signed between EPMPARTNER and the Licensee. Access to the software is strictly conditional upon timely payment of these fees.

Licensor reserves the right to technically verify or request reporting on the deployment type and active usage within the Licensee’s tenant to ensure compliance with the purchased subscription model.

2. Scope of Software (Product Definition)

For the purposes of this Agreement, the term “NXPRON” or “Software” is defined collectively as the suite of components provided by EPMPARTNER, which includes but is not limited to:

  • NXPRON Add-in for MS Project: The client-side or server-side extension developed for Microsoft Project.
  • NXPRON SharePoint Site and Configurations: The designated SharePoint site structure, lists, libraries, templates, and environment configurations.
  • NXPRON Datasource for Power BI and Standard NXPRON Reports: The data models, connectors, and standard out-of-the-box reporting dashboards.
  • NXPRON Power Automate Flows: The automated workflows, logic gates, and cloud flows deployed to manage project processes.

All intellectual property rights, restrictions, and compliance terms outlined in this Agreement apply equally to each individual component listed above.

3. Self-Hosted Architecture & Data Isolation

  • Client-Tenant Execution: Licensee acknowledges that NXPRON is a self-hosted solution executed entirely within Licensee’s secure Microsoft Cloud perimeter. EPMPARTNER provides no hosting infrastructure for customer data.
  • Zero Vendor Access: NXPRON operates exclusively using the end-user’s delegated permissions. EPMPARTNER does not have built-in access to, visibility of, or control over any project data, documents, or information processed by NXPRON.

4. Data Governance & Regulatory Compliance

  • Data Controller: Licensee retains exclusive ownership, data sovereignty, and legal responsibility as the Data Controller for all data entered into, managed by, or generated by NXPRON.
  • Compliance Responsibility: Ensuring that data processed within NXPRON complies with global privacy regulations (e.g., GDPR, HIPAA) and industry-specific life science frameworks (e.g., GxP, FDA 21 CFR Part 11) is the sole and exclusive responsibility of the Licensee.

5. Intellectual Property & Restrictions

  • Ownership: NXPRON, including its architecture, code, interface, and all worldwide intellectual property rights, remains the sole and exclusive property of EPMPARTNER. No title or ownership is transferred under this Agreement.
  • Usage Restrictions: Licensee shall not reverse engineer, decompile, disassemble, modify, or create derivative works of the software. Licensee shall not sublicense, rent, lease, or distribute NXPRON to any external third party.

6. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall EPMPARTNER be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, system downtime, project delays, or data integrity issues arising from the use or inability to use NXPRON. EPMPARTNER’s cumulative financial liability under this Agreement shall be strictly limited to the actual fees paid by Licensee for the specific NXPRON subscriptions (whether Per-User or Site License) during the twelve (12) months preceding the event giving rise to liability.

7. Term, Renewal, and Termination

  • Subscription Term and Renewal: This Agreement is valid for the initial subscription period specified in the Purchase Order or Service Agreement. Unless terminated in accordance with this section, the subscription will automatically renew for successive terms of equal length.
  • Standard Termination by Licensee (The Client): Licensee may terminate the subscription at the end of the current term by providing written notice to EPMPARTNER at least three (3) months prior to the expiration of that term.
  • Standard Termination by EPMPARTNER: EPMPARTNER may terminate this Agreement or choose not to renew the subscription at the end of the current term by providing written notice to the Licensee at least three (3) months prior to the expiration of that term.
  • Termination for Cause (Material Breach): Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach of its obligations (including non-payment of subscription fees) and fails to cure such breach within thirty (30) days of receiving written notification.
  • Data Removal upon Termination: Upon the effective date of termination or expiration, the license is revoked. Licensee must immediately cease all use of NXPRON and permanently uninstall and delete the application and all associated software components from their Microsoft Cloud tenant.

8. Governing Law and Jurisdiction

  • Governing Law: This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of Denmark, excluding its conflict of law principles.
  • Jurisdiction: Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the City Court of Copenhagen (Københavns Byret) or the Maritime and Commercial High Court (Sø- og Handelsretten) in Copenhagen, Denmark, as applicable.