​PREAMBLE

This Software License Agreement ("Agreement") is entered into as of the date of installation or first use ("Effective Date"), by and between S2insight Inc., a California corporation ("Licensor"), and the individual or legal entity acquiring access to the Software ("Licensee").

By installing, downloading, or using the Software, Licensee acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Agreement.

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1. DEFINITIONS

1.1 "Software" means Licensor’s proprietary application currently marketed under the name ‘S2PowerTools’.  The Software is a VSTO add-in extension for Microsoft Project®, and includes all associated documentation, code, features, patches, bug fixes, updates, upgrades, new releases, and enhancements made available to Licensee under this Agreement during the subscription or license term.

1.2 "VSTO" means Visual Studio Tools for Office, a framework developed by Microsoft for creating extensions to Microsoft Office applications.

1.3 "Microsoft Project" means the Microsoft Project® desktop version owned and maintained by Microsoft Corporation.

1.4 "Licensed User" means an individual employee or authorized representative of Licensee who has been expressly granted access to the Software by Licensor and who agrees to abide by the terms of this Agreement.

1.5 "Derivative Work" means any modification, adaptation, translation, or other alteration of the Software or any portion thereof, or any work containing or derived from the Software.

1.6 "Documentation" means all user manuals, technical guides, training materials, and other written materials provided by Licensor to assist Licensee in using the Software.

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2. LICENSE GRANT AND SCOPE

2.1 Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely for Licensee's internal business purposes, by Licensed Users only.

2.2 Permitted Use. Licensee may:

• Install and use the Software on Microsoft Project installations authorized for Licensee's use

• Create task schedules, resource allocations, and project management workflows using the Software

• Use the Software to integrate with permitted third-party systems where explicitly supported by Licensor

• Make one archival backup copy for disaster recovery purposes only

2.3 License Restrictions. Licensee may NOT:

• Distribute, sublicense, sell, lease, rent, lend, or otherwise transfer the Software to any third party without prior written consent from Licensor

• Use the Software for any commercial service bureau, timesharing, application service provider (ASP), or managed services provider (MSP) purposes

• Use the Software in any way that violates applicable laws, regulations, or the terms of any third-party service (including Microsoft's terms governing Microsoft Project)

• Use the Software in any manner that competes with or is intended to create a competing product

• Remove, alter, or obscure any proprietary notices, labels, or markings on the Software or Documentation

2.4 User Count and License Seats. The scope of this license is limited to the number of Licensed Users and/or license seats expressly documented in Licensor's invoices or licensing documentation. Each Licensed User account shall not be shared or used by multiple individuals except as explicitly permitted by Licensor in writing.

2.5 License Validation. The Software will periodically verify the status of the Licensee’s license or subscription using technical measures, which may require Internet connectivity. If validation fails, Licensor will suspend or limit the Licensee’s access to the Software until a valid license is restored, subject to any applicable cure periods set out in this Agreement.

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3. INTELLECTUAL PROPERTY RIGHTS

3.1 Licensor Ownership. The Software and all copies thereof, including all source code, object code, algorithms, logic, structure, design, and any modifications, enhancements, or Derivative Works, are the exclusive property of Licensor and are protected by copyright law, trade secret law, and international intellectual property conventions.

3.2 Limited License to Documentation. Licensor grants Licensee the right to view and print the Documentation for internal use by Licensed Users only. Licensor retains all rights to the Documentation.

3.3 Third-Party Components. The Software may contain third-party software, libraries, or components subject to separate open-source or proprietary licenses. Licensee acknowledges its obligations to comply with the terms of any such third-party licenses, which are incorporated by reference.

3.4 Reserved Rights. All rights not expressly granted under this Agreement are strictly reserved to Licensor, including but not limited to rights to license, sublicense, distribute, modify, create derivative works, or commercialize the Software in any manner.

3.5 Feedback and Suggestions. Licensee grants Licensor a royalty-free, perpetual, irrevocable license to use any feedback, suggestions, enhancement requests, or other information provided by Licensee regarding the Software.

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4. RESTRICTIONS ON REVERSE ENGINEERING AND SECURITY

4.1 Prohibition on Reverse Engineering. Licensee shall not, and shall not permit or authorize any third party to:

• Reverse engineer, disassemble, decompile, or otherwise reduce the Software to human-readable form

• Attempt to derive the underlying algorithms, logic, or trade secrets of the Software

• Modify, patch, or create Derivative Works based on the Software

• Analyze the Software's functionality to create a competing or substantially similar product

4.2 Legal Exception. Notwithstanding Section 4.1, to the extent that applicable law expressly permits reverse engineering for interoperability purposes, Licensee must provide Licensor with thirty (30) days' written notice before undertaking any such activity and must limit such activity to the minimum necessary.

4.3 Security Measures. Licensee acknowledges that the Software may incorporate security measures designed to prevent unauthorized use, copying, or modification. Licensee shall not and shall not assist others in circumventing, disabling, or defeating any such security measures.

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5. MICROSOFT PROJECT DEPENDENCY

5.1 Third-Party Dependency. The Software is specifically designed as an extension to Microsoft Project desktop, a third-party platform developed, maintained, and controlled exclusively by Microsoft Corporation. Licensor does not develop, control, or maintain Microsoft Project.

5.2 Microsoft's Platform Changes. Microsoft may update, modify, deprecate, or discontinue features of Microsoft Project, including changes to APIs, data structures, user interfaces, or licensing models. Such changes may occur with little or no notice to Licensor.

5.3 Compatibility Limitations. Licensor cannot guarantee that the Software will:

• Operate properly with all versions of Microsoft Project, both current and future

• Remain compatible following Microsoft's updates, security patches, or feature releases

• Support all configurations or customizations made to Microsoft Project installations

5.4 Licensee Responsibility for Microsoft Project. Licensee is solely responsible for:

• Obtaining and maintaining valid licenses for Microsoft Project

• Ensuring that Licensee's use of Microsoft Project complies with Microsoft's licensing terms and acceptable use policies

• Maintaining Microsoft Project in a supported, updated state

• Managing Microsoft Project's compatibility with Licensee's IT infrastructure

5.5 Notice of Incompatibility. If Licensor determines that the Software is incompatible with a new Microsoft Project release, Licensor will use commercially reasonable efforts to notify Licensee and may make updates available to restore compatibility but makes no guarantee of timeline or successful resolution.

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6. SUPPORT AND MAINTENANCE

6.1 Support Services. Licensor will provide support and maintenance services according to the support plan or service level agreement ("SLA") in effect, if any, or on a commercially reasonable best-efforts basis if no formal SLA is in place.

6.2 Good Faith Support Efforts. Licensor will make good faith efforts to:

• Address critical bugs or issues that render the Software materially unusable

• Investigate Licensee's reported issues

• Provide guidance and workarounds when possible

• Maintain the Software's compatibility with currently supported Microsoft Project versions

6.3 Limitations on Support. Support is provided on an as-available basis and does not guarantee:

• Resolution of all reported issues or problems

• Specific timelines for issue resolution

• Correction of issues arising from Licensee's misconfiguration, improper use, or modifications to the Software

• Support for unsupported or deprecated Microsoft Project versions

• Support for third-party customizations, plugins, or configurations

6.4 No Support for Derivative Works. Licensor shall have no obligation to support any modifications, alterations, or Derivative Works created by Licensee or third parties.

6.5 Support Scope Exclusions. Support does not include:

• Hardware or operating system troubleshooting

• Microsoft Project administration or configuration

• Custom feature development or code modifications

• Data recovery or restoration services

• Network or connectivity diagnostics

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7. TERM, ACTIVATION, AND TERMINATION

7.1 License Term. This Agreement becomes effective upon Licensee's installation or first use of the Software ("Effective Date") and continues for the period specified in Licensor's invoices or licensing documentation ("License Term"), unless earlier terminated as provided herein.

7.2 Renewal and Expiration. Upon expiration of the License Term, Licensee's right to use the Software automatically terminates. Licensor may offer renewal terms at Licensor's discretion and pricing.

7.3 Termination for Breach. Licensor may terminate this Agreement immediately upon written notice if:

• Licensee breaches any material provision of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice

• Licensee exceeds the number of Licensed Users or violates usage restrictions

• Licensee's use of the Software violates applicable law or violates Microsoft's terms

• Licensee engages in illegal or unauthorized use of the Software

7.4 Termination for Convenience. Licensor may terminate this Agreement for any reason or no reason, with thirty (30) days' written notice to Licensee.

7.5 Termination Upon Reassignment to New Device. At the Licensee’s request, and subject to Licensor’s then-current policies, Licensor may permit reassignment of a license from one computer or device to another. Upon any approved reassignment, the license associated with the original computer or device shall automatically terminate, and the Licensee shall promptly cease using, deactivate, and uninstall the Software from that original computer or device. Licensor will then issue or enable a replacement license for the new computer or device, which shall be governed by this Agreement and treated in all respects as the then-current license for the Software. 

7.6 Effects of Termination. Upon termination or expiration of this Agreement, Licensee shall:

• Immediately cease all use of the Software

• Uninstall the Software from all systems where it is installed

• Permanently delete, destroy, or return all copies of the Software and Documentation in Licensee's possession or control

• Upon request by Licensor, certify in writing that Licensee has complied with these obligations within ten (10) days of termination

7.7 Data Upon Termination. Licensor makes no obligation to preserve or return data created using the Software. Licensee is solely responsible for exporting or preserving any project data before the License Term expires.

7.8 Survival. Sections 3 (Intellectual Property), 4 (Reverse Engineering), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 13 (General Provisions) shall survive termination of this Agreement.

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8. WARRANTIES AND DISCLAIMERS

8.1 Limited Warranty. Licensor warrants only that:

• The Software is free from viruses and malicious code upon delivery

• The Software will substantially conform to the Documentation when used in accordance with the Documentation and applicable system requirements

• Licensor has the right to license the Software to Licensee

8.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR ACCURACY.

8.3 No Guarantee of Results. Licensor does not warrant that:

• The Software will meet Licensee's requirements or expectations

• The Software will be error-free, bug-free, or operate without interruption

• The Software will be compatible with all versions, configurations, or customizations of Microsoft Project

• The Software will produce specific project outcomes or business results

• Results obtained through the Software will be accurate, timely, or complete

8.4 External Systems. Licensor makes no warranty regarding the performance, reliability, or availability of:

• Microsoft Project or any Microsoft-provided services

• Third-party systems, networks, or data connections

• The internet or any communication infrastructure

8.5 No Warranty of Continued Availability. Licensor does not guarantee that the Software will be available in future versions, that it will support future Microsoft Project releases, or that it will continue to function indefinitely.

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9. LIMITATION OF LIABILITY

9.1 Limitation for Indirect Damages. EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or anticipated savings

• Loss of data, files, or databases

• Loss of business opportunity or competitive advantage

• Loss of use of the Software or associated systems

• Business interruption or downtime

• Damage to reputation or goodwill

• Any other indirect or consequential loss

9.2 Cap on Direct Damages. LICENSOR'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR ANY BREACH THEREOF SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

9.3 Exclusion of Damages. These limitations apply even if Licensor has been advised of the possibility of such damages, even if such damages are foreseeable, and even if the limited remedy is deemed to have failed its essential purpose.

9.4 Applicability. These limitations apply to all claims arising from:

• Use or inability to use the Software

• Cost of substitute software or services

• Errors or omissions in the Software

• Interrupted data transmission

• Incompatibility with Microsoft Project or other systems

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10. INDEMNIFICATION

10.1 Licensee Indemnification. Licensee agrees to indemnify, defend, and hold harmless Licensor, its officers, directors, employees, agents, and successors from and against any and all damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Licensee's use or misuse of the Software

• Licensee's breach of this Agreement or applicable laws

• Licensee's infringement of third-party intellectual property rights through Licensee's modifications or use of the Software

• Licensee's violation of Microsoft's terms of service

• Claims by Licensed Users or third parties regarding Licensee's use of the Software

• Data security breaches caused by Licensee's negligence or failure to implement reasonable security measures

10.2 Licensor Indemnification. Licensor will indemnify Licensee from claims that the Software, as provided by Licensor and used in accordance with this Agreement and the Documentation, directly infringes a third-party's U.S. patent or copyright. Licensor's sole obligation shall be to modify the Software to make it non-infringing or obtain the right for Licensee to continue using it, provided that if neither option is economically feasible, Licensor may terminate the license and refund prepaid fees.

10.3 Indemnification Procedures. The indemnified party shall provide prompt written notice of the claim and cooperate with the indemnifying party in the defense thereof. The indemnifying party shall have sole control of the defense and settlement.

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11. DATA SECURITY AND PRIVACY

11.1 Data Handling. Licensee retains ownership of all project data, schedules, and other content created or imported into the Software ("Licensee Data"). Licensor shall:

• Maintain reasonable security measures to protect Licensee Data from unauthorized access

• Not use Licensee Data for any purpose other than providing the Software services

• Comply with applicable data protection and privacy laws

11.2 Security Measures. Licensor implements security measures including encryption, access controls, and regular security assessments. However, Licensor does not guarantee absolute security against all threats, including hacking, malware, or social engineering.

11.3 Data Loss. LICENSOR IS NOT RESPONSIBLE FOR DATA LOSS RESULTING FROM:

• Failure to maintain backups of Licensee Data

• Licensee's deletion or modification of Licensee Data

• Unauthorized access due to Licensee's weak security practices or shared credentials

• Microsoft Project platform outages or data loss by Microsoft

• Force majeure events beyond Licensor's reasonable control

11.4 Backup Responsibility. Licensee is solely responsible for maintaining independent backups of all Licensee Data. Licensee should regularly export project data to ensure availability in case of loss.

11.5 Data Retention Upon Termination. Following termination of this Agreement, Licensor may, but is not obligated to, retain Licensee Data for up to thirty (30) days before permanent deletion. After that period, Licensor has no obligation to preserve or make available any Licensee Data.

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12. COMPLIANCE AND LEGAL OBLIGATIONS

12.1 Applicable Law Compliance. Licensee shall comply with all applicable federal, state, and local laws and regulations in its use of the Software, including but not limited to export control laws, data protection regulations, and industry-specific regulations.

12.2 Export Control. The Software may be subject to U.S. Export Administration Regulations and similar laws in other jurisdictions. Licensee shall not export or re-export the Software without appropriate authorization and shall not allow Licensed Users in sanctioned countries to access the Software.

12.3 Sanctions Compliance. Licensee certifies that neither Licensee nor any Licensed User is located in, or a national of, any country subject to U.S. sanctions or listed on any U.S. government sanctions list. Licensee shall promptly notify Licensor if this status changes.

12.4 Third-Party Compliance. Licensee shall comply with all applicable terms and conditions established by Microsoft for use of Microsoft Project, including Microsoft's Acceptable Use Policy and licensing terms.

12.5 Legal Audit Rights. Licensor reserves the right, upon fifteen (15) days' written notice and no more than once per calendar year, to audit Licensee's use of the Software to verify compliance with the license terms. Any such audit shall be conducted during normal business hours and shall not unreasonably interfere with Licensee's operations.

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13. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, together with any written attachments, order forms, invoices, or amendments signed by both parties, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.

13.2 Amendment and Modification. Licensor may modify this Agreement at any time by providing written notice to Licensee. Modifications shall become effective upon the earlier of (a) thirty (30) days' written notice, or (b) the next renewal date. Licensee's continued use of the Software following notice of modification constitutes acceptance of the modified terms.

13.3 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to render it enforceable, and all other provisions shall remain in full force and effect.

13.4 No Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or the right to enforce it at a later time.

13.5 Assignment. Licensee may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without Licensor's prior written consent. Any unauthorized assignment is void. Licensor may assign this Agreement without consent.

13.6 Notices. Any notice required under this Agreement shall be in writing and delivered by email, overnight courier, or certified mail to the addresses specified by each party. Notices by email are effective upon transmission; notices by mail are effective upon receipt.

13.7 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Both parties consent to the exclusive jurisdiction and venue of the federal and state courts located in San Francisco County, California.

13.8 Dispute Resolution. Before initiating litigation, the parties agree to attempt to resolve disputes through good faith negotiation. If negotiation fails, either party may pursue legal remedies through the courts specified in Section 13.7.

13.9 Electronic Execution. By scrolling to the end of this Agreement and checking the Acceptance box during the installation process, the Licensee acknowledges that they have read and agree to be bound by the terms of this Agreement. Electronic acceptance or signatures shall have the same validity and effect as a manually executed original.

13.10 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemic, government action, or internet outages. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

13.11 Independent Contractor. Neither party is an agent, partner, or employee of the other. This Agreement does not create any partnership, joint venture, or fiduciary relationship.

13.12 Relationship with Third Parties. This Agreement is between Licensor and Licensee only. Microsoft Project and Microsoft are not parties to this Agreement. Microsoft is not responsible for the Software or this Agreement, though Licensee remains bound by Microsoft's terms.

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14. DEFINITIONS OF KEY TERMS

Commercially Reasonable Efforts means efforts comparable to those used by industry professionals in similar circumstances, considering factors such as cost, time, and resources.

Confidential Information means non-public information disclosed by one party to the other that is marked as confidential or reasonably understood to be confidential, excluding information that is public, independently developed, or required to be disclosed by law.

Licensed User means an individual authorized by Licensee to access and use the Software on behalf of Licensee, and who has agreed to comply with the terms of this Agreement.

Material Breach means a breach that substantially impairs the value or benefit of this Agreement to the non-breaching party.

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15. ACKNOWLEDGMENT AND ACCEPTANCE

BY INSTALLING, DOWNLOADING, OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT:

• Licensee has read and understood this Agreement

• Licensee agrees to be bound by all terms and conditions

• Licensee has the authority to enter into this Agreement on behalf of its organization

• Licensee understands the limitations of liability and warranty disclaimers

Licensee may decline acceptance by uninstalling the Software and not using it. Continued use constitutes binding acceptance.

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Version 1.0 – S2PowerTools Software License Agreement

Last Updated: January 2026

S2insight Inc.

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APPENDIX A: SYSTEM REQUIREMENTS AND SUPPORTED VERSIONS

Licensor makes no warranty regarding compatibility with Microsoft Project versions not listed below. Licensee should verify compatibility before deployment.

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Supported Microsoft Project Versions (Current):

• Microsoft Project® 2021 (desktop)

• Microsoft Project® 2024 (desktop)

• Microsoft Project® Online Desktop Client MSO

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Unsupported Versions:

• Microsoft Project 2019 and earlier

• Any Microsoft Project version no longer receiving security updates from Microsoft