Terms of Use & Software License Agreement

1. Agreement and Acceptance

These Terms of Use and Software License Agreement ("Agreement") govern your access to and use of the PPM Compass 360 software package, accompanying documentation, and support services ("Software") provided by MonVogo Ventures Inc. ("PPM Compass", "we", "us", or "our").

By purchasing, downloading, uploading to a Microsoft 365 SharePoint App Catalog, activating with a license key, or using the Software, you ("Customer", "you", or "your") agree to be bound by this Agreement. If you accept this Agreement on behalf of an organization, corporation, or public entity, you represent and warrant that you possess full legal authority to bind that entity.

The applicable purchase order, quote, invoice, or digital checkout identifying the Software tier, licensed site collection(s), license term, and fees forms an integral part of this Agreement ("Order").

Authorized Resellers & Merchant of Record: If you acquire a license through an authorized reseller, distributor, or Merchant of Record (such as Paddle or similar platform), this Agreement governs your license and use of the Software, while payment, billing, currency conversion, and applicable sales tax/VAT invoicing are governed by the terms of that Merchant of Record or reseller.

Consultancy Bundling & Channel Engagements: If you receive or access the Software as part of an advisory, consulting, or PMO setup engagement with an independent consulting partner, this Agreement directly governs your right to install and execute the Software within your Microsoft 365 tenant, while the partner's commercial agreement governs their consulting hours and professional services.

2. License Grants and Scope

Subject to the terms of this Agreement and payment of applicable fees specified in the Order, PPM Compass grants Customer a limited, non-exclusive, non-transferable license during the active license term to install and execute the Software within Customer’s designated Microsoft 365 SharePoint Online environment strictly for Customer’s internal business purposes.

The Software is licensed, not sold.

Restrictions: Except as expressly authorized by applicable law, Customer will not: (a) copy, distribute, resell, lease, sublicense, or provide the Software as a managed service to third parties outside Customer's organization; (b) reverse engineer, decompile, or disassemble the compiled SharePoint Framework bundle (.sppkg); (c) circumvent or tamper with cryptographic license verification mechanisms; or (d) remove or obscure proprietary copyright notices.

White-Label & OEM Distribution: Rebranding, white-labeling, or OEM distribution of the Software is prohibited under standard commercial licenses and requires an executed Partner Master OEM Agreement directly with PPM Compass.

3. License Activation and Verification

PPM Compass licenses the Software to a specific Microsoft 365 tenant identifier or SharePoint site collection ID. To issue an operational license, Customer supplies the applicable identifier and requested term.

PPM Compass issues a digitally signed, time-limited cryptographic license key associated with the identifier. The license key contains license parameters (scope and expiration date) and is verified locally by the Software within the user's browser against Customer's local configuration list (PM_CFG_AppSettings).

A license expires automatically on its stated expiration date. Continued operational use following expiration requires an active renewed license. After expiry the Software switches to read-only mode: all Customer Data remains in Customer's SharePoint lists and stays readable, and editing resumes once a valid license key is entered.

4. In-Tenant Architecture & Data Boundary

PPM Compass 360 is engineered to operate exclusively within Customer’s Microsoft 365 environment, utilizing native Microsoft SharePoint Online lists and SharePoint REST APIs.

PPM Compass does not host external servers, databases, cloud storage buckets, or intermediary API relays. Customer Data remains 100% inside Customer’s tenant boundary at all times and is governed directly by Microsoft’s enterprise security, compliance, data residency, retention, and disaster recovery infrastructure.

Possession of Customer's tenant or site collection identifier for licensing purposes does not provide PPM Compass with credentials or network connectivity into Customer's Microsoft 365 environment.

5. Customer Data Ownership and Responsibilities

"Customer Data" means all project portfolio records, charters, schedules, financial budgets, actuals, team allocations, risks, issues, decisions, change requests, and status reports maintained by Customer within its Microsoft 365 environment through use of the Software.

Customer retains 100% exclusive right, title, ownership, and intellectual property in and to all Customer Data.

Customer Responsibilities: Customer maintains sole responsibility for: (a) administration and security of its Microsoft 365 tenant and SharePoint site collections; (b) user access credentials, permissions, and group memberships; (c) the accuracy and legality of Customer Data; (d) backup, disaster recovery, and retention policies appropriate to Customer’s governance requirements; and (e) compliance with laws applicable to Customer’s industry and data.

PPM Compass is not liable for errors, deletions, corruption, or disclosures resulting from actions by Customer's administrators, users, third-party software, or Microsoft services (including, without limitation, direct SharePoint list editing, custom Power Automate flows, PowerShell scripts, webhooks, or external REST and Microsoft Graph API calls).

6. Data Boundary, Vendor Access & Data Protection

PPM Compass personnel do not receive administrative access to Customer’s tenant as part of ordinary software operation and will not collect, store, or transmit Customer Data outside Customer’s Microsoft 365 environment except: (a) where explicitly authorized by Customer for a dedicated technical support screen-share or diagnostic session; or (b) where required by applicable law.

7. Software Updates, Schema Migrations & Data Integrity

PPM Compass provides Software updates from time to time to deliver security enhancements, Microsoft 365 platform compatibility, bug fixes, and new features.

PPM Compass uses commercially reasonable efforts to engineer updates and list schema migrations in a manner designed to preserve all existing Customer Data and historical status records (including automated pre-migration balance validation and preserving legacy monthly lists as read-only backups where architectural changes occur).

The Software is not engineered to intentionally delete Customer Data during standard operation. Customer acknowledges that Microsoft SharePoint provides native version history and recycle bin mechanisms. Customer is responsible for configuring and maintaining retention policies appropriate to its needs.

Sandbox Validation Recommendation: Customer is advised to validate new software package versions (.sppkg) in a non-production or sandbox SharePoint site collection prior to tenant-wide deployment.

8. Support Services

PPM Compass provides technical support included with Customer's active commercial license tier as described on our Support Portal. Support includes software defect investigation, bug fixes, and compatibility maintenance.

Support is provided on a commercially reasonable efforts basis and does not constitute an uptime guarantee or service-level agreement (SLA) for Microsoft 365 cloud infrastructure, which is provided independently by Microsoft. Support does not include bespoke custom scripting or tenant-level administration of Customer's M365 environment.

9. Limited Warranty and Disclaimers

PPM Compass warrants that, during the active commercial license term, the Software will materially conform to its published product documentation when deployed and operated in accordance with that documentation.

If the Software fails to conform to this warranty, Customer's sole and exclusive remedy will be for PPM Compass to use commercially reasonable efforts to correct the non-conformity or provide an operational workaround.

This warranty does not apply to non-conformities caused by: (a) underlying Microsoft 365 service disruptions, SharePoint API deprecations, or outages; (b) Customer modifications, unsupported third-party tools, custom Power Automate flows, or external scripts and REST API calls modifying underlying lists; (c) misuse or failure to follow documentation; or (d) events outside PPM Compass’s reasonable control.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

10. Mutual Confidentiality

Each party may receive Confidential Information from the other party in connection with this Agreement. "Confidential Information" includes proprietary business plans, pricing, quote terms, technical architecture, and Customer Data.

Each party agrees to protect the other party's Confidential Information with the same degree of care it uses for its own confidential assets (and not less than reasonable care), and use it solely for purposes of performing under this Agreement.

Confidential Information does not include information that is publicly known without breach, already known prior to disclosure, independently developed without reference to the other party's confidential materials, or required to be disclosed by law or court order following reasonable notice.

11. Intellectual Property Infringement Indemnification

PPM Compass will defend Customer against any third-party legal claim alleging that the unmodified Software, when used in compliance with this Agreement, infringes a valid third-party copyright, patent, or trademark, and will pay damages finally awarded against Customer or agreed in a settlement approved by PPM Compass.

This indemnification does not apply to claims resulting from: (a) Customer modifications or custom code; (b) combinations with hardware, software, or services not supplied by PPM Compass; (c) use after PPM Compass provided a non-infringing replacement or workaround; or (d) underlying Microsoft platform components.

If the Software becomes subject to an infringement claim, PPM Compass may, at its option: (i) procure for Customer the right to continue using the Software; (ii) replace or modify the Software with substantially equivalent non-infringing functionality; or (iii) terminate the affected license and refund the prorated portion of prepaid license fees for the unused remainder of the license term.

This section states PPM Compass’s entire liability and Customer’s exclusive remedy for third-party intellectual property infringement claims.

12. Disclaimer of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR LOSS OF BUSINESS DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This exclusion does not limit amounts payable to third parties under express indemnification obligations in Section 11 or damages arising from breach of Section 4 (Restrictions).

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PPM COMPASS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL BE STRICTLY LIMITED TO THE LICENSE FEES ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

FOR A FREE TRIAL, EVALUATION, OR PROOF-OF-CONCEPT FOR WHICH CUSTOMER PAID NO LICENSE FEES, PPM COMPASS'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY CANADIAN DOLLARS (50.00 CAD).

Nothing in this Agreement excludes or limits liability for gross negligence, willful misconduct, fraud, or liabilities that cannot be excluded under applicable consumer or commercial protection law.

14. Trial and Proof-of-Concept (POC) Use

Software provided under a 30-day trial or POC license is provided solely for internal functional evaluation. Trial software is provided "AS IS" without warranties, indemnities, or service levels. Customer should maintain appropriate backups of test data. The liability limitation in Section 13 applies to all trial and POC use.

15. Fees, Invoicing, Taxes & 30-Day Money-Back Guarantee

Customer will pay the license fees specified in the Order. Unless otherwise stated on the Order, fees are payable upon invoice receipt or checkout.

30-Day Money-Back Guarantee: First-time purchasers of an annual commercial license (1-Year Site License, 3-Year Partnership, or Multi-Site Tenant) may request a 100% full refund within thirty (30) calendar days of initial purchase if the Software does not fulfill organizational requirements. Upon refund issuance, the license key is deactivated and Customer agrees to remove the Software from its SharePoint App Catalog.

Except for the 30-Day Money-Back Guarantee, license fees are non-refundable once the license term commences.

Taxes & Invoicing Entity: Prices exclude applicable Value Added Tax (VAT), Goods and Services Tax (GST/HST), provincial sales tax, and local sales taxes. Invoicing and tax handling may be executed directly by MonVogo Ventures Inc. or through an authorized Merchant of Record (such as Paddle) which collects and remits applicable taxes in accordance with Customer's billing jurisdiction.

16. Term, Suspension & Termination

This Agreement takes effect upon Customer's first installation, activation, or use of the Software and remains in effect for the term specified in the Order, unless terminated earlier.

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure the breach within such 30-day period. PPM Compass may suspend or deactivate a license key for material non-payment following written notice.

Customer Data Remains in Customer Control Upon Expiration: Upon termination or expiration of a license, Customer’s right to execute the Software web part terminates. However, termination does not delete or transfer ownership of Customer Data. All project records, lists, schedules, and documents stored in Customer's Microsoft 365 SharePoint Online environment remain entirely within Customer's tenant and under Customer's control.

17. Microsoft 365 & Third-Party Services

The Software operates in conjunction with Microsoft 365, SharePoint Online, Power Automate, and related Microsoft services. Those underlying cloud services are provided by Microsoft Corporation under Customer’s enterprise agreements. PPM Compass is not responsible for the availability, security, or changes to Microsoft services. PPM Compass uses commercially reasonable efforts to maintain ongoing compatibility with supported SharePoint Framework releases.

18. General Provisions

This Agreement, together with the applicable Order, constitutes the entire agreement between the parties concerning the Software. If an Order explicitly conflicts with this Agreement on commercial terms (such as licensed site IDs, license duration, fees, or currency), the Order controls for those specific terms.

Neither party may assign this Agreement without prior written consent, except in connection with a corporate reorganization, merger, acquisition, or sale of substantially all assets. If any provision is held unenforceable, the remaining provisions remain in full force. Force majeure events excuse delay in performance. Electronic acceptance of this Agreement has the full legal effect of a signed written document.

19. Governing Law & Corporate Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

The courts located in Ontario, Canada have exclusive jurisdiction over any dispute arising from or related to this Agreement.